8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2017 (February 13, 2017)

BTHC X, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52237	20-5456047
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1st Floor, Chapel House, 1-3 Chapel Street, Guildford, Surrey GU1 3UH
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  +44 (0)1483 443000

2 Argyrokastrou Street

Voula 16673

Athens, Greece

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENTS

		Page
ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT	5
ITEM 2.01	COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS	5
	THE CONTRIBUTION AND RELATED TRANSACTIONS	5
	DESCRIPTION OF THE COMPANY	8
	DESCRIPTION OF OUR BUSINESS	10
	RISK FACTORS	16
	FINANCIAL INFORMATION	29
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
	DIRECTORS AND EXECUTIVE OFFICERS	38
	EXECUTIVE COMPENSATION	41
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	42
	LEGAL PROCEEDINGS	42
	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	42
	RECENT SALES OF UNREGISTERED SECURITIES	43
	DESCRIPTION OF SECURITIES	43
	INDEMNIFICATION OF DIRECTORS AND OFFICERS	46
ITEM 3.02	UNREGISTERED SALES OF EQUITY SECURITIES	47
ITEM 5.01	CHANGES IN CONTROL OF REGISTRANT	47
ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.	47
ITEM 5.06	CHANGE IN SHELL COMPANY STATUS	47
ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS	47

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report (the “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

● Market acceptance of our products and services;

● Competition from existing products or new products that may emerge;

● The implementation of our business model and strategic plans for our business and our products;

● Estimates of our future revenue, expenses, capital requirements and our need for financing;

● Our financial performance;

● Current and future government regulations;

● Developments relating to our competitors; and

● Other risks and uncertainties, including those listed under the section title “Risk Factors.”

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC. 

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EXPLANATORY NOTE

As used in this Current Report on Form 8-K, all references hereinafter to the “Company,” “we,” “our” and “us” (i) for periods prior to the closing of the Share Exchange refer to BTHC X, Inc. (“BTHC”) only, and (ii) for periods subsequent to the closing of the Contribution Agreement refer to BTHC and its direct and indirect wholly owned subsidiaries iOra Software Limited, a United Kingdom limited liability company, and iOra Inc., a Delaware limited liability company.

In addition, unless the context otherwise requires, in this Form 8-K:

● “Common Stock” refers to our Common Stock, par value $0.001 per share;

● “U.K.” refers to the United Kingdom;

● “U.S.” refers to the United States;

● “£” or “GB£” refers to the British pound, the legal currency of the United Kingdom; and

● “$,” “US$” or “U.S. dollars” refers to the legal currency of the United States.

For convenience, certain amounts in pounds have been converted to U.S. dollars at an exchange rate in effect at the date of the related financial statements or the related event. Assets and liabilities are translated at the exchange rate as of the filing date.

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ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

See Item 2.01 below regarding the discussion of the Contribution Agreement, dated December 31, 2016 (the Contribution Agreement”), which was entered into by and among BTHC X, Inc., a Delaware corporation (the “Company”), iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra, each of whom contributed their iOra shares to the Company (the “Contributors”), Mark Thompson in his capacity as representative for the Contributors (the “Contributor Representative”), and George Syllantavos, in his capacity as representative for the Company (the “Company Representative”), pursuant to which the Company effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of the Company.

Reference is made to Item 2.01 for a description of the Contribution Agreement and the transactions contemplated thereunder. The description of the Contribution Agreement is qualified in its entirety by reference to the complete text of the contribution Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

THE CONTRIBUTION AGREEMENT AND RELATED TRANSACTIONS

The Contribution Agreement

On December 31, 2016, BTHC X, Inc., a Delaware corporation (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”), which was modified by a letter agreement (the “Letter Amendment”) dated as of January 30, 2017, with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra, each of whom contributed their iOra shares to the Company (the “Contributors”), Mark Thompson in his capacity as representative for the Contributors (the “Contributor Representative”), and George Syllantavos in his capacity as representative to the Company (the “Company Representative”), pursuant to which the Company effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 (the “Closing”) and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of the Company.

Pursuant to the terms of the Business Combination, the Company acquired the business of iOra, which is to provide its Geo-Replicator software and related services. As a result, the Company has ceased to be a shell company.

At the closing of the Business Combination, pursuant to the Contribution Agreement, the Contributors collectively contributed all of the issued and outstanding shares of capital stock of iOra (100 shares) and iOra issued a $75,000 promissory note at 2.5% interest per month, which is payable to BTHC within 14 days of Closing, in exchange for an aggregate of 6,323,530 of the Company’s Series A convertible preferred stock (the “Exchange Shares”), and the opportunity to receive up to an additional 2,966,531 of the Company’s Series A convertible preferred stock (the “Trust Shares”) which were issued to the Company’s transfer agent as trustee of such Trust Shares at the Closing, to be held in trust pursuant to the Voting Trust Agreement (defined below) and to be transferred to the Contributors in the event that iOra’s business meets certain financial performance targets in fiscal year 2017. In addition, at the time of Closing, the Company issued 709,939 shares of Series A convertible preferred stock to certain creditors for purposes of satisfying certain corporate debts. Each share of Series A convertible preferred stock will be automatically convertible into 41.12981553 shares of common stock upon the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of Delaware to increase its authorized shares of common stock.

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The Contribution Agreement contains representations and warranties, pre- and post-closing covenants of each party, and customary closing conditions for a transaction of this nature. The representations and warranties of the parties survive for a period of 18 months after the Closing, and, except as otherwise set forth in the Contribution Agreement, the covenants of the parties survive the Closing indefinitely.

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.

The issuance of the Company’s common shares to holders of iOra’s capital stock in connection with the Business Combination has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated under the Securities Act. The Exchange Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

The foregoing description of the Contribution Agreement and the Letter Amendment do not purport to be complete and are qualified in their entirety by reference to the Contribution Agreement and the Letter Amendment, copies of which are filed herewith as Exhibit 2.1 and Exhibit 2.2 and are 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 Business Combination

As a result of the Business Combination, the Company, through its subsidiaries, is now engaged in the business of providing Geo-Replicator software and related services. All business operations are conducted through the Company’s wholly-owned subsidiary, iOra, and iOra’s wholly-owned subsidiary, iOra, Inc.

Registration Rights Agreement

In conjunction with the Business Combination, and pursuant to the terms of the Contribution Agreement, the parties thereto entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement grants to each signatory thereto the right to piggyback registration rights in the event the Company files a registration statement, subject to certain exclusions as set forth in the Registration Rights Agreement, and, if the Company files a registration statement in connection with an underwritten offering of its securities, the participation of such signatories in such registration is conditioned upon such signatories participation in the underwriting and execution of an underwriting agreement in customary form with the managing underwriter(s). The managing underwriter(s) have the right to limit the maximum dollar amount or number of shares to be underwritten, and to allocate the number of shares that may be included in such registration and underwriting as further set forth in the Registration Rights Agreement. Further, the Registration Rights Agreements sets forth the terms and conditions pursuant to which the security holders may participate in a registration statement, including in connection with an underwritten offering, sets forth the Company’s requirement to give timely notice to the security holders in the event of a registration statement, and also contains other customary terms and conditions. The Registration Rights Agreement provides that if a signatory thereto decides not to include all of its registrable securities in a registration statement filed by the Company, such signatory does not have any right to include its registrable securities in any subsequent registration statement of the Company. The Registration Rights Agreement does not have a definite term.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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Voting Trust Agreement, Lockup Agreement and Voting Agreement

On February 13, 2017 and in connection with the Business Combination, the Company, the Company Representative, Ramada Holdings, Inc. (“Ramada”), iOra, Stocksfield Limited (“Stocksfield”), Lexalytics, Inc. (“Lexalytics”), the Contributor Representative (on behalf of the Contributors)and Securities Transfer Corporation (the “Trustee”) entered into a Voting Trust Agreement (the “Voting Trust Agreement”), pursuant to which the Company will issue 2,966,531 shares of Series A Convertible Preferred Stock (the “Trust Shares”) to the Trustee, to be held in a segregated trust account, which shares will be disbursed as agreed upon in the Voting Trust Agreement. The Company Representative will have the sole right to act on behalf of the Company under the Voting Trust Agreement. The will pay the Trustee’s fees as set forth in the Voting Trust Agreement. The Company is obligated to indemnify the Trustee for fifty percent of the any loss, liability or expense incurred by the Trustee without gross negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the Voting Trust Agreement, and the Company Representative and the pre-closing Company shareholders are obligated to indemnify the Trustee for the other fifty percent of such amounts.

On February 13, 2017 and in connection with the Business Combination, the Company, George Syllantavos and Ramada, iOra, Stocksfield, Lexalytics, Mark Thompson, in his capacity as the Contributor Representative, and certain pre-Closing insider shareholders of the Company entered into a Lockup Agreement (the “Lockup Agreement”), pursuant to which each shareholder thereto agreed, among other things, not to lend, offer, pledge, hypothecate, encumber, donate, assign or sell their shares for a period of one year from the Closing or the listing of the Company’s securities on a national securities exchange, whichever event occurs sooner.

On February 13, 2017 and in connection with the Business Combination BTHC X, Inc., Ramada, Stocksfield and Lexalytics (Ramada, Stocksfield and Lexalytics referred to as the “Voting Parties”) entered into the Voting Agreement (the “Voting Agreement”), pursuant to which the Voting Parties agreed to vote their shares in favor of Messrs. Syllantavos, Thompson and Fasci to serve on the Company’s board of directors until the earlier of a period of two years or until the Company becomes listed on a national securities exchange.

The foregoing descriptions of the Voting Trust Agreement, Lockup Agreement and Voting Agreement do not purport to be complete and are qualified in their entireties by reference to the Voting Rights Agreement, Lockup Agreement and the Voting Agreement, copies of which are filed herewith as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.

Departure and Appointment of Directors and Officers

Upon the closing of the Business Combination on February 13, 2017, the Company’s board of directors (the “Board”) was comprised of three members, consisting of Messrs. Mark Thompson and Michael Fasci, who were appointed to the Board upon closing the Business Combination, and Mr. George Syllantavos, who remained on the Board as the Company’s only incumbent director. Each director has been appointed to serve for an initial term of one year or until his successor is duly elected and qualified or until his earlier resignation or removal.

Also upon closing of the Business Combination, the Company’s President, Secretary and Treasurer, Mr. Syllantavos, resigned from those positions and Mr. Thompson, the President and CEO of Stocksfield Limited, iOra’s parent company, was appointed to the position of President, Chief Executive Officer and Chairman of the Board of Directors, Mr. Fasci was appointed to the position of Chief Financial Officer, Director, Treasurer and Secretary, and Mr. David L.A. Morgan, was appointed to the position of Chief Operating Officer.

Accounting Treatment; Change of Control

The Business Combination is being accounted for as a “reverse acquisition” of the Company for financial accounting purposes and iOra is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Business Combination will be those of iOra and its consolidated subsidiaries and will be recorded at the historical cost basis of iOra. The consolidated financial statements after consummation of the Business Combination will include the assets and liabilities of iOra, the historical operations of iOra, and the operations of the Company and its subsidiaries from the Closing Date of the Business Combination going forward.

As a result of the issuance of the Exchange Shares pursuant to the Business Combination, a change of control of the Company occurred as of the Closing Date. Except as described in this Report, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.

The Company is a “smaller reporting company,” as defined under the Exchange Act, following the Business Combination. The Company believes that, as a result of the Business Combination, it has ceased to be a “shell company” (as that term is defined in Rule 12b-2 under the Exchange Act).

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DESCRIPTION OF THE COMPANY

Description of Business

Immediately following the Business Combination, the Company adopted the business of iOra. iOra’s business provides data management and secure transmission software and services through a suite of products branded as the Geo-Replicator software and related services. The intention of the Company is to expand not only by increasing market share but also by producing, developing and acquiring complementary technologies and businesses when such opportunities become available.

Corporate History

iOra was founded in 1997 as iOra Limited. Subsequently, iOra Limited became a business unit of Infonic PLC, at which time it was known as Infonic UK Limited (“Infonic”). Infonic entered into a business transfer agreement in April 2013 with iOra Limited, a UK company, at which time Infonic changed its name to iOra Software Limited. iOra is headquartered in Hook, UK and its technologies provide uninterrupted access to up-to-date business information for users in geographically diverse locations. Our technologies are particularly effective over global or satellite enabled networks even if they are periodically disconnected, have limited bandwidth or high latency. Over half the world’s population live in an environment where inefficient and/or challenged or inconsistent networks are a major issue, and for many corporations and government agencies it is an everyday problem.

iOra has a global network of partners and offices that have led to sales success over the past 10 years with a host of military, government and multi-national customers. iOra’s patented byte-level differencing engine ensures that any changes to data over the network are compressed and delivered at a fraction of their regular size. We believe our software systems can typically reduce network traffic by more than 97% by locating, matching, managing, and compressing data changes. This is particularly relevant in military or commercial maritime environments where distances and bandwidth can pose critical organizational issues.

iOra’s customers include military, government and multi-national companies, including but not limited to: the North Atlantic Treaty Organization (NATO), the US Marine Corps, the US Navy, the UK Ministry of Defense and the Australian Department of Defense, as well as Shell, BP, Hewlett Packard Enterprises (HPE) and KPMG.

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Corporate Structure 

Prior to the Business Combination iOra was owned by Stocksfield Limited (90%) and Lexalytics (10%). The ultimate beneficial ownership of Stocksfield is illustrated in the organizational table below. 

 Stocksfield is a diversified investment company with interests in software, property and securitization management. As a result of the Business Combination, Stocksfield will become an 56.1% shareholder in the Company, subject to increasing its ownership up to 82.44% pursuant to the terms of an earn-out arrangement set forth in the Contribution Agreement and Voting Trust Agreement, each referenced above), and will provide certain ongoing management, accounting and administrative services to iOra, pursuant to the terms of a service agreement (the “Service Agreement”). The Service Agreement is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

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DESCRIPTION OF OUR BUSINESS

We are a data management and secure transmission software services company that provides a suite of software products branded as the Geo-Replicator. iOra’s Geo-Replicator products provide uninterrupted access to up-to-date information by delivering offline Microsoft SharePoint and other online content replication, to enable users in diverse geographical locations to communicate on an uninterrupted basis in a secure environment. iOra’s products and services have grown out of the needs of customers who have a diverse geographical base to access and share data, even when connectivity to a network is limited either in time or service. iOra’s customer base consists largely of military users who have purchased long-term license agreements and who rely on iOra to provide user support in the field, or at base, to safely connect users to central servers and command structures.

iOra’s software ensures connectivity over global or satellite enabled networks even if the user is periodically disconnected or has limited bandwidth or latency. Many of iOra’s core military users work remotely and, in some cases, in areas of armed conflict. Geo-Replicator ensures that all users, irrespective of network connection, always have access to key data and information.

iOra believes that its technology has been proven to cut satellite communication costs by up to 90% by condensing data during periods of connectivity while providing users with offline and remote SharePoint access to central servers at normal Local Area Network speeds.

iOra has a global network of partners and offices that have led to sales success over the past ten years with a host of military, government and multi-national customers. iOra’s patented byte-level differencing engine ensures that any changes to data over the network are compressed and delivered at a fraction of their regular size. Our software systems can typically reduce network traffic by more than 97% by locating, matching, managing and compressing data changes. This is particularly relevant in military or commercial maritime environments where distances and bandwidth can pose real issues.

Competitive Advantages

iOra is a proven long-term technology partner of many word-leading organizations. As a result, we have proven credibility when approaching existing and potential new clients in developing our core technology within the data management and secure transmission software and services sectors. Our technology has been constructed to be extremely scalable and effective in the field with thousands of users across multiple organizations. We believe we have many competitive strengths to facilitate the growth of our business going forward, including:

● All users, irrespective of network connection, always have access to key data and information. iOra’s applications mean that all users within an enterprise-wide system; irrespective of bandwidth, are always connected to the relevant server/system. Users are therefore always working off up-to-date information 24 hours a day, 7 days a week irrespective of location or local connectivity. This feature has been one of the major factors behind our product’s early and continued adoption by military and government organizations who often have to work in challenging environments.

● iOra’s products create significant reduction in communication costs for customers. In a deployed environment such as a regional command center, forward operating base or disaster area, connectivity is typically through low bandwidth radio or satellite networks. At these times of limited connectivity use of iOra’s products can be the difference between being able to access and share or not being able to access and share critical battlefield data. In addition, these networks are expensive assets to run and maintain and, as such, is one of iOra’s greatest selling points. iOra recognizes and synchronizes only the points of difference between files across the complete dataset, which dramatically reduces data duplication and therefore the amount of data being transferred or shared between two points of usage. Use of iOra’s products in the field have enabled clients to see a reduction in communication costs of approximately 90%.

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● Ability to communicate on an uninterrupted basis in a secure environment. iOra offer remote users access when offline at Local Area Network (“LAN”) speeds. This is particularly important as some of our major customers have assets (such as personnel, ships and vehicles) that are not connected to the remote server, yet still need up-to-date information at LAN speeds.

● Ultra-efficient compression technology. iOra’s core competence is that we only transfer the points of difference in any given data set between servers and devices such as desk-tops and laptops. Our product can dramatically reduce the replication of the same data across different points of usage and has the impact of enabling new applications that would otherwise have been thought to be infeasible.

● Proven to handle large volume data replication. Our products have been proven in the field to be able to handle large volumes of data, often in a mission-critical environment. These applications have extremely low failure rates and the in-built diagnostics within this application can quickly identify where data is not replicating successfully and from which source to which end user – by way of a user-friendly “dashboard” front end.

Growth Strategy

iOra’s growth strategy is concentrated around expanding our core technologies into other applications and markets while making acquisitions of complementary technologies and businesses that are earnings accretive. The commercial/marketing element of our growth strategy is concentrated in these core areas:

● market our developed military product offering into the Middle East and South America;

● expand our current footprint with the US military to encompass more segments of the US military market, including but not limited to: US Army, US Air Force, US Special Operations Command (US SOCOM);

● develop a new maritime product based on the recently upgraded military platform we are deploying in Australia, Germany and the UK; and

● further develop our existing relationships within the Dutch, French and German militaries to cross sell our products and services.

Research and Development

Over our history, iOra has been a research-led business and has obtained a strong base of intellectual property protection in the United States and the European Union across many jurisdictions. iOra continues to support and invest in research and development and has recently released a 2016 version of its Geo-Replicator software. This product has been designed specifically for Microsoft SharePoint 2016. We anticipate this product will form the backbone of our product offerings going into major renewals and new business wins over the coming years. Additionally, we will continue to develop and enhance products. We believe we have a targeted strategy to enhance the growth of our business, as described below:

● develop a new Fog/Cloud product for Microsoft Office 365 and related cloud based environments;

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● extend server to server platforms beyond Microsoft SharePoint to include other platforms like Alfresco or Oracle;

● expand into the “Internet of Things” as the ability to move data over more and more crowded networks creates service and data transfer issues; and

● Partner with other technology developers, such as our work with satellite services corporation Inmarsat and others, to embed iOra’s technology in new compliance platforms for merchant shipping, whereby ships at sea are able to access up-to-date compliance data and respond to new customs and berthing data in real time.

Distribution Channels

iOra’s products are generally sold as part of a wider procurement program by the end-user organization. The wider procurement program is often led by an established technology integrator or consultancy. iOra has established long-standing relationships with technology partners such as CGI (formerly Logica), Hewlett Packard Enterprises and BAE Systems and has developed direct relationships with various government, military and corporate entities worldwide.

Outside of the UK, iOra has a number of local partner agents who provide sales and marketing support and help iOra understand differing procurement programs and cycles. iOra has formed strong alliances with a few select partners. iOra has three different types of partner relationships: technology partners, value added sellers and global system integrators. The Company’s preferred model is one where iOra has a direct relationship with the end user and contracts with the end user for the sale of licenses and support rather than contracting with a third-party consultant or integrator. However, as iOra’s products and the related maintenance is usually part of a larger enterprise-side program, this is not always possible.

Key Customers

iOra’s governmental customers presently include the NATO, UK Ministry of Defense, the US Marine Corp, the US Navy and the Australian Department of Defense. Our governmental contracts presently make up 73 percent of our business.

iOra’s key corporate clients include Shell, Marathon Oil, Stolt Nielsen and KPMG. Together, our corporate clients make up 27 percent of our business.

Work in Progress and Further Developments

iOra is currently in the final stages of monetizing, finalizing and assessing a potential qualified sales pipeline of some $7 million.

Management has identified a series of major contract opportunities over the upcoming three years which represent a proportion of renewals and product enhancements to existing contracts, enlargement of existing contractual relationships and new business wins. Military sales are likely to be focused on the “5 Eyes” – these are the military operations of the United States, Great Britain, Canada, Australia and New Zealand. iOra is also actively engaged with other NATO countries and approved Non-NATO military organizations through its partner network around the globe. In order to diversify iOra’s customer base away from government and quasi-government users, we are currently investing in applying our core product competencies to cyber-security, with particular emphasis on financial services; a market segment well-known to our senior management.

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Following the closing of the Contribution Agreement, iOra’s management intends to seek further acquisitions within the replication space and ancillary solutions space. We expect these plans to require raising funds through the sale of our equity and debt securities. Our intention is to create a diversified base of customers in the replication businesses with a mixture of contract and subscription based products and services.

Sales Cycle and Revenue Streams

As the underlying service is typically part of a wider “enterprise sale,” the sales cycle – particularly when it involves government and military work – can be quite extended and often takes up to two years from when iOra first identifies an opportunity until a customer purchases licenses and enters into related maintenance and support contracts. iOra is often supporting the lead consultant with engineering and configuration in order to “prove” a solution to an end customer before it is officially commissioned. This means iOra’s sales and technical teams have high visibility of potential sales and is able to obtain good intelligence as to which programs are moving forward and within what time period such products will go live.

The business enjoys an exceedingly high gross margin of around 90 percent as revenues far exceed the cost of maintaining iOra’s comparatively small annualized fixed costs base. In addition, due to the nature of our product, iOra’s business benefits from its customer base periodically updating its underlying technology, which requires our customers to purchase additional software from us without us having to make significant capital expenditures to enhance and/or upgrade our products.

Historically, revenues are derived from license sales and related maintenance contracts. The license sale is often in the form of a one-off payment and derivative maintenance payments over the life of any given contract. However, many large contracts won by us between 2005 and 2007 will soon expire and are now in the process of renewal. Typically, renewal involves the end-user re-specifying its underlying needs and the core technology it wants to utilize. For example, many government and military organizations are migrating to cloud-based technology. This represents a sizeable opportunity for iOra and its technology offerings, with data replication across wide server bases as its key competence.

Marketing

iOra’s products are marketed through a mixture of third party agents and technology consultants, along with direct contact and negotiations with end users. iOra’s software will typically form part of a larger technology platform commissioned by the end-user. Such programs tend to have a lead consultant who designs and specifies all elements of the technological architecture and implementation. As a result of pre-revenue engineering and configuring work carried out by iOra’s engineers, iOra often has direct contact with the client while working alongside a “lead” consultant such as CGI Group, Inc., Hewlett Packard Enterprise or BAE Systems, plc.

To build awareness of its products and build upon existing relationships with new and potential customers, senior iOra staffers attend many industry events and meetings, as well as engaging in direct contact and marketing to potential new users.

iOra has access to various industry-specific web-based news services and publications which enable it to track potential procurement programs. iOra’s world-wide network of agents and consultant relationships provides iOra with opportunities to create new business while building upon old relationships through contract renewals and systems upgrades.

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The current sales program is mainly monitored and executed through a mixture of technicians and support executives within iOra. Key commercial negotiations and closings are led by the Product Director and the Chief Executive Officer.

Intellectual property

iOra owns two US patents and one European patent application. The patents are discussed briefly below.

System and Method for Reducing the Size of Data Difference Representations (US Patent Number 7,028,251)

This patent is directed to systems, methods, and carrier mediums storing program computer instructions for reducing the size of data difference representations. Input data streams are split into one or more output data streams such that the output data streams may be recombined and used to regenerate the original input data stream. Each of the output data streams may be independently differenced against the equivalent data stream from the previous version of the data. Non-localized changes in the input data stream may be converted into localized changes. The difference representations of the streams may be packaged into a single stream for transmission over a computer network. The receiving computer may reconstruct the difference representations and recreate the translated data streams representing the updated data.

Systems and Methods for Modifying a Set of Data Objects (US Patent Number 7,472,254)

This patent is directed to systems, methods, and computer readable storage mediums comprising program instructions for generating and updating a file system on a client computer. An original file system is compared to an updated file system with differences being defined in specific data blocks including new modified, and deleted data blocks. New or modified data blocks may be sent to the client computer with reference file updates to update the file system on the client computer. As the file system is updated, new data blocks and modified data blocks may replace deleted data blocks.

Pending Patent Applications

iOra owns a European Patent, EP0994425, entitled System and Method for Generating File Updates for Files Stored on Read-Only Media. The patent is directed to systems and methods for generating file updates for files stored on read-only media. The methods are for representing modifications to a set of data objects and are generally directed to generating a baseline identifying content of a first set of data objects comprising a plurality of files as data objects, including a basis index data block table which stores for each unique data block within the first set of data objects, a source file identifier, an offset from the start of the file, and the length of the data block; identifying differences between a second and first version of the sets of data objects to generate update information, including references that already exist and did not exist in the first version; and generating the second version from the first using the update information.

Competition

iOra occupies a unique space in term of product provision and underlying technology and intellectual property. As a result, direct competition is limited, but Microsoft, Colligo, Metalogix and Avepoint all have interests in the area of data replication as part of wider enterprise solutions and may become direct competitors at some time in the future.

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Financing

iOra has historically benefited from lending arrangements in place with Coutts Bank in London, UK, by way of an term loan (the “Term Loan”). The Term Loan was taken out in the name of Stocksfield and cross-guaranteed by iOra. The cross-guarantee, by way of a debenture, resulted from iOra having historically been a part of a larger group of companies with a central treasury function.

In June of 2016, the Term Loan was capitalized as a term loan expiring in 2017, in the name of Stocksfield. The Term Loan had a $230,039 balance as of December 31, 2016. The Term Loan is repayable on a monthly basis at an annualized interest rate of 4.0 per cent above the Bank of England Base Rate.

iOra itself has also used the invoice discounting facilities of Bibby Financial Services, a UK trade finance provider (“Bibby”). As of December 31, 2016, iOra had a $424,398 balance due to Bibby.

iOra has also been funded by long-term financing arrangements with its parent company, Stocksfield Limited, who has utilized its own facilities to bolster iOra’s capital position against future trade receipts. As of December 31, 2016, the amount owed to Stocksfield by way of a related party loan was $906,445.

The Business Combination and, more specifically, the contribution of Stockfield’s shares in iOra, crystallizes a proportion of Stockfield’s long-term debt as well as the above Overdraft Facility. In addition, Stockfield’s main lenders are Forum International Funds and Durham Capital, both of Luxembourg. In the aggregate, as of December 31, 2016, Stocksfield owed $6,872,702 to these funds. The borrowings are secured by way of Stockfield’s assets, inclusive of its shareholding in iOra.

As a result of Stocksfield contributing its shares in iOra and the aforementioned crystallization of the loans, iOra will be settling $3,290,313 of Stocksfield’s debt.

Going forward, the Company intends to raise equity capital and utilize retained earnings to satisfy its outstanding debts and finance on-going costs and development. In addition, we anticipate the Company will seek acquisitions that have relatively reliable income streams from subscriptions or services to match and enhance iOra’s revenues. 

Description of Properties

iOra does not own any real property. Its main operational offices are located in Hook, Hampshire, UK, where iOra leases a 3,110 square foot space which is leased on a rolling three-month basis.

Employees

As of the date of the Business Combination, iOra had 12 employees. None of iOra’s employees are covered by collective bargaining and we consider our relations with our employees to be good.

iOra’s main accounting and administrative function is provided by Stocksfield. It is envisioned that as the Company grows through new contract wins and potential acquisitions, the administrative services provided by Stocksfield will be gradually withdrawn and iOra will perform its own internal accounting and administration services, thus resulting in an increase in iOra’s employees.

Government Regulation

Other than the company law and employment law of the United Kingdom, U.S. federal and state securities law, and the procurement laws of the countries within which we provide software and services, iOra is not subject to any specific regulations. Certain employees require on-going security clearance for visiting sensitive government and military customers and installations. However, the clearance is provided by the end-user or a related agency.

Suppliers

iOra utilizes the following key suppliers for its telephone and internet connectivity and domain hosting services:

● British Telecom - ISDN30 (Telephone Lines)

● 4D Data Centres - 100Mb Fibre Connection (Internet)

● LCN (Low Cost Names) – Domain Name hosting services

In addition, iOra utilizes the following key third party online software providers:

● Storm Technologies Ltd. - Kaspersky (Antivirus)

● Storm Technologies Ltd. - Sonicwall M&S (Firewalls)

● Storm Technologies Ltd. - Mailmarshal (Email filter)

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RISK FACTORS

The following risk factors, among others, could in the future affect our actual results of operations and could cause our actual results to differ materially from those expressed in forward-looking statements made by us. These forward-looking statements are based on current expectations and we assume no obligation to update this information.  Before you decide to buy, hold, or sell our shares of our Common Stock, you should carefully consider the risks described below, in addition to the other information contained elsewhere in this annual report. The following risk factors are not the only risk factors facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. Our business, financial condition and results of operation could be seriously harmed if any of the events underlying any of these risks or uncertainties actually occurs. In that event, the price for our ordinary shares could decline, and you may lose all or part of your investment. 

Risk Factors Relating to Our Business and Industry 

We have a history of operating losses and may not achieve or sustain profitability in the future.

We incurred operating losses in the past, including operating losses of approximately $1.7 million and $1.8 million in the fiscal years ended December 31, 2015 and 2014, respectively. Our ability to achieve and sustain profitability in the future depends in part on the rate of growth of, and changes in technology trends in, our market; the global economy; our ability to develop new products and technologies in a timely manner; the competitive position of our products; our ability to manage our operating expenses; and other factors and risks, some of which are described in this current report. We may also seek to increase our operating expenses and make additional expenditures in anticipation of generating higher revenues, which we may not realize, if at all, until sometime in the future. For example, our operating expenses were approximately $3.3 million in the fiscal year ended December 31, 2015 as compared to approximately $4.4 million in the fiscal year ended December 31, 2014, while our revenues during the same periods were approximately $1.5 million in 2015 and approximately $2.6 million in 2014. As such, there can be no assurance that we will be able to achieve or sustain profitable operations in the future.

Our failure to grow following our merger into a U.S. public company would adversely affect the development of our business.

We have increased our number of full-time employees from nine at December 31, 2014 to 12 at December 31, 2015, however, our revenue has actually decreased from approximately $2.6 million in 2014 as compared to approximately $1.5 million in 2015. As such, our company has contracted in recent years, placing a significant strain on our financial resources. While we expect to expand our overall business, customer base, headcount and operations in the near future, we can offer no assurance or guarantee that we will be effective in doing so. If we do not grow as anticipated, this will place challenges on the Company’s development, including our ability to recruit, train and retain skilled personnel to effectively manage our international operations and the risks associated therewith; while effectively managing our expenses related to any future growth. If we fail to grow, we may be unable to execute our business plan or maintain high levels of service which could negatively affect our financial results.   

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We face risks associated with acquisitions of businesses and technologies.

As part of our growth strategy, we may evaluate and pursue additional acquisitions of, or significant investments in, other complementary companies or technologies to increase our technological capabilities and expand our product offerings. Acquisitions and the successful integration of new technologies, products, assets or businesses that we have acquired, or will acquire in the future, continue to require, and will require, significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Other risks commonly encountered with acquisitions include disruption of our ongoing business; difficulties in integration of the acquired operations and personnel; inability of our management to maximize our financial and strategic position by the successful implementation of uniform product offerings and the incorporation of uniform technology into our product offerings and control system; being subject to known or unknown contingent liabilities, including taxes, expenses and litigation costs; and inability to realize expected synergies or other anticipated benefits. We cannot assure you that we will be successful in overcoming these risks or any other problems we may encounter in connection with recent acquisitions or other potential future acquisitions. Our inability to successfully integrate the operations of an acquired business, including a successful implementation of the technologies we acquire, and realize anticipated benefits associated with an acquisition could have a material adverse effect on our business, financial condition, results of operations and cash flows. Acquisitions or other strategic transactions may also result in dilution to our existing shareholders if we issue additional equity securities as consideration or partial consideration (as we have done with all of our acquisitions in the past several years) as well as in the incurrence of indebtedness if we borrow funds to finance such transactions. We may also be required to amortize significant amounts of intangible assets or record impairment of goodwill in connection with future acquisitions, which would adversely affect our operating results.

The loss of one or more of our significant customers or a decline in demand from one or more of these customers could harm our business.

Historically, a limited number of customers accounted for a substantial portion of our total sales. For example, in 2015, sales to our largest customer accounted 51 percent of our revenues. There can be no assurance that such customers will continue to order our products in the same level or at all. A reduction or delay in orders from such customers, including reductions or delays due to market, economic or competitive conditions, could have a material adverse effect on our business, operating results and financial condition.

Our products have a lengthy sales cycle.

Our customers typically use our products to deploy and enable the use of applications that are critical to their business. As a result, the licensing and implementation of our products generally involves a significant commitment of attention and resources by prospective customers and, at times, the sales cycle for some of our products extends up to 24 months. Because of the long approval process that typically accompanies strategic initiatives or capital expenditures by companies, and particularly with respect to the sale of our large-scale solutions, our sales process is often delayed, with little or no control by us over any delays. Our sales cycles can be further extended for sales made through or with the involvement of third party distributors or partners. We cannot control such delays and cannot control the timing of sales cycles or our sales revenue. Delay in the sales cycles of our products could result in significant fluctuations in our quarterly operating results or difficulty in forecasting revenues for any given period.

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Our business and operating results may be adversely affected by competition, including as a result of consolidation of our competitors.

The markets for our software products are intensely competitive and, particularly in the file replication and remote access markets, also fragmented. Competition in our industry is generally based on product performance, depth of product line, technical support and price. We compete both with international and local software providers, many of whom have significantly greater financial, technical and marketing resources than us. In the field of enterprise file replication and remote access, we also compete with providers of open source and freeware solutions, which are substantially less expensive than our solutions. We anticipate continued growth and competition in the software products market. In the past few years, we have identified a trend of consolidation in the software industry in general, and in the real-time data integration market in particular. For example, in December 2013, International Business Machines Corporation, or IBM, acquired Aspera, Inc., which engages, among other things, in the sale of managed file transfer, or MFT, solutions. Consolidation and mergers in our market may result in stronger competition by larger companies that threaten our market positioning.

Our existing and potential competitors, such as Microsoft Corporation and Colligo Networks Inc., who compete with similar products or services we offer, may offer or be able to develop software products and services that are as effective as, or more effective or easier to use than, those offered by us. Such existing and potential competitors may also enjoy substantial advantages over us in terms of research and development expertise, manufacturing efficiency, name recognition, sales and marketing expertise and distribution channels, as well as financial resources.  There can be no assurance that we will be able to compete successfully against current or future competitors or that competition will not have a material adverse effect on our future revenues and, consequently, on our business, operating results and financial condition. 

The success of our software products is dependent on our ability to penetrate the market for file replication and remote access software.

The market for our products and file replication software in general is a rapidly evolving market. Our future success of selling our Geo-Replicator software and other lines of products will depend to some extent on its ability to penetrate the existing market for file replication software, as well as the continued growth, maturity and expansion of the market for file replication software. If the market for file replication software fails to grow or expand or decreases in size, our business could be harmed.

We must develop new products and solutions as well as enhancements and new features to existing products to remain competitive and our future growth will depend upon market acceptance of our products.

We compete in a market that is characterized by technological changes and improvements and frequent new product introductions and enhancements.  The introduction of new technologies and products could render existing products and services obsolete and unmarketable and could exert price pressures on our products and services.  Our future success and growth will depend upon our ability to address the increasingly sophisticated needs of our customers by, among others:

● supporting existing and emerging hardware, software, databases and networking platforms;

● developing and introducing new and enhanced applications that keep pace with such technological developments, emerging new markets and changing customer requirements; and

● gaining and consecutively increasing market acceptance of our products.

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We are currently developing new products as well as enhancements and new features to our existing products and solutions. We may not be able to successfully complete the development and market introduction of new products or product enhancements or new features.  If we fail to develop and deploy new products and product enhancements or features on a timely basis or if we fail to gain market acceptance of our new products, our revenues will decline and we may lose market share to our competitors.

If our products are unable to interoperate with hardware and software technologies developed and maintained by third parties that are not within our control, our ability to develop and sell our products to our customers could be adversely affected, which would result in harm to our business and operating results.

Our products are designed to interoperate with and provide access to a wide range of third-party developed and maintained hardware and software technologies, which are used by our customers. For example, our Geo-Replicator software interoperates with many database environments, such as Microsoft Sharepoint and Oracle. The future design and development plans of the third parties that maintain these technologies are not within our control and may not be in line with our future product development plans. We may also rely on such third parties, particularly certain third-party developers of database and application software products, to provide us with access to these technologies so that we can properly test and develop our products to interoperate with the third-party technologies. These third parties may in the future refuse or otherwise be unable to provide us with the necessary access to their technologies. In addition, these third parties may decide to design or develop their technologies in a manner that would not be interoperable with our own. If any of the situations described above were to occur, we would not be able to continue to market our products as interoperable with such third-party hardware and software, which could adversely affect our ability to successfully sell our products to our customers.

Our products may contain defects that may be costly to correct, delay market acceptance of our products, harm our reputation and expose us to litigation.

Despite our testing procedures, errors may be found in our software products.  If defects are discovered, we may not be able to successfully correct them in a timely manner, or at all.  Defects and failures in our products could result in a loss of, or delay in, market acceptance of our products and could damage our reputation.  Although our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions, and we could fail to realize revenues and suffer damage to our reputation as a result of, or in defense of, a substantial claim.

The loss of the services of our key personnel would negatively affect our business.

Our future success depends to a large extent on the continued services of our senior management and key personnel, including, in particular, Mark Thompson, the Chairman of our Board of Directors, President and our Chief Executive Officer.  Any loss of the services of members of our senior management or other key personnel, and especially those of Mr. Thompson would adversely affect our business.

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We are subject to risks relating to intellectual property rights and risks of infringement.

We are dependent upon our proprietary software technology and we rely primarily on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights.   To protect our software, documentation and other written materials, we primarily rely on trade secret and copyright laws, which afford only limited protection.  It is possible that others will develop technologies that are similar or superior to our technology.  Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.  It is difficult to police the unauthorized use of products in our field, and we expect software piracy to be a persistent problem, although we are unable to determine the extent to which piracy of our software products exists.  In addition, the laws of certain countries do not protect our proprietary rights as fully as do the laws of the United States and the United Kingdom.  We cannot be certain that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology. There can be no assurances as to the degree of protection offered by any intellectual property issued to or licensed by the Company. Recent and future changes in United States patent law and in how United States patent law is applied in the United States also could negatively affected the Company’s patent position in the United States.

Possible infringement of intellectual property of others.

We are not aware that we have infringed any proprietary rights of third parties.  It is possible, however, that third parties will claim that we have infringed upon their intellectual property rights.  It would be time consuming for us to defend any such claims, with or without merit, and any such claims could:

● result in costly litigation;

● divert management’s attention and resources;

● cause product shipment delays; and

● require us to enter into royalty or licensing agreements.  Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all.

If there is a successful claim of infringement against us and we are not able to license the infringed or similar technology or other intellectual property, our business, operating results and financial condition would be materially adversely affected. In addition, we could be subject to damages, injunction from use, sale or licensing of our product, as well as attorney’s fees. 

We incorporate open source technology in our products which may expose us to liability and have a material impact on our product development and sales.

Some of our products utilize open source technologies. These technologies are licensed to us under varying license structures, including the General Public License, or the GPL, a software license that is, in general, designed to guarantee end users the freedom to use and modify the licensed software under the GPL while ensuring such freedom is preserved whenever the work is distributed. If we have improperly integrated, or in the future improperly integrate software that is subject to such licenses into our products, in such a way that our software becomes subject to the GPL or similar licenses, we may be required to disclose our own source code to the public. This could enable our competitors to eliminate any technological advantage that our products may have over theirs. Any such requirement to disclose our source code or other confidential information related to our products could materially and adversely affect our competitive position and impact our business, results of operations and financial condition.

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We may need to raise additional capital in the future, which may not be available to us.

As of September 30, 2016, we had cash and cash equivalents of approximately $0, with accounts receivable and other prepaid expenses of $84,349. We do not anticipate that our existing capital resources will be adequate to satisfy our working capital and capital expenditure requirements for the immediate future and, as such, we will need to raise additional funds in the near term in order to satisfy our working capital and capital expenditure requirements. There is no assurance that we will be able to obtain additional funds on a timely basis, on acceptable terms or at all. If we cannot raise needed funds on acceptable terms, we may be required to delay, scale back or eliminate some aspects of our operations.  In addition, if additional funds are raised through the issuance of equity securities, the percentage ownership of then current shareholders would be diluted.

We have significant short-term debt obligations, which we intend to pay off in the near future. Failure to either satisfy, extend the maturities of, or to refinance, that debt could result in defaults, and in certain instances, foreclosures on our assets. Moreover, we may be unable to obtain financing to fund ongoing operations and future growth.

At September 30, 2016, we had short-term bank and related party loans of outstanding of $2,012,734 in short-term bank loans and loans due to related parties. While we intend to pay these loans off in conjunction with the Business Combination, or soon thereafter, failure to satisfy these loans or otherwise obtain extensions of the maturity dates of, or to refinance, these obligations or to obtain additional equity financing to meet these debt obligations would result in an event of default with respect to such obligations and could result in the foreclosure on our assets. The sale of such collateral at foreclosure would significantly disrupt our business, which could significantly lower our sales and profitability. In the event we are unable to satisfy these loans upon completion of the Business Combination, we may be able to refinance or obtain extensions of the maturities of all or some of such debt only on terms that significantly restrict our ability to operate, including terms that place additional limitations on our ability to incur other indebtedness, to pay dividends, to use our assets as collateral for other financing, to sell assets or to make acquisitions or enter into other transactions. Such restrictions may adversely affect our ability to finance our future operations or to engage in other business activities. If we finance the repayment of our outstanding indebtedness by issuing additional equity or convertible debt securities, such issuances could result in substantial dilution to our stockholders.

While we believe that our revenue growth projections and our ongoing cost controls will allow us to generate cash and achieve profitability in the foreseeable future, there is no assurance as to when or if we will be able to achieve our projections. Our future cash flows from operations, combined with our accessibility to cash and credit, may not be sufficient to allow us to finance ongoing operations or to make required investments for future growth. We may need to seek additional credit or access capital markets for additional funds. There is no assurance that we would be successful in this regard.

We may be required to pay additional taxes due to tax positions that we undertook.

We operate our business in various countries, and we attempt to utilize an efficient operating model to optimize our tax payments based on the laws in the countries in which we operate. This can cause disputes between us and various tax authorities in the countries in which we operate whether due to tax positions that we have taken regarding filing of various tax returns or in cases where we determined not to file tax returns. In particular, not all of the tax returns of our operations are final and may be subject to further audit and assessment by the applicable tax authorities. There can be no assurance that the applicable tax authorities will accept our tax positions. In such event, we may be required to pay additional taxes, as a result of which, our future results may be adversely affected.

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Our operating results fluctuate significantly and are affected by sales cycles, timing and speed of government procurement programs and various other factors.

Our quarterly results have fluctuated significantly in the past and may fluctuate significantly in the future.  Our future operating results will depend on many factors, including, but not limited to, the following:

● the size and timing of significant orders and their timely fulfillment;

● demand for our products;

● sales cycles;

● government procurement processes;

● domestic and international economic and political conditions;

● changes in our pricing policies or those of our competitors;

● the number, timing and significance of product enhancements;

● new product announcements by us and our competitors;

● our ability to successfully market newly acquired products and technologies;

● our ability to develop, introduce and market new and enhanced products on a timely basis;

● changes in the level of our operating expenses;

● budgeting cycles of our customers;

● customer order deferrals in anticipation of enhancements or new products that we or our competitors offer;

● product life cycles;

● software bugs and other product quality problems;

● personnel changes;

● changes in our strategy;

● currency exchange rate fluctuations and economic conditions in the geographic areas where we operate; and

● the inherent uncertainty in marketing new products or technologies.

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Since our expense levels are relatively fixed in the short term, if revenue levels fall below expectations, our quarterly results are likely to be disproportionately adversely affected because a proportionately smaller amount of our expenses varies with our revenues. Due to the foregoing factors, quarterly revenues and operating results are difficult to forecast, and period-to-period comparisons of our operating results may not necessarily be meaningful. In addition, in some future quarter our operating results may be below the expectations of public market analysts and investors.  In such event, it is likely that the price of shares of our common stock would be materially adversely affected.

Our financial results may be adversely affected by currency fluctuations.

Since we report our financial results in dollars, fluctuations in rates of exchange between the dollar and non-dollar currencies may have a material adverse effect on our results of operations.  We also generate revenues in other currencies such as the Euro. As a result, some of our financial assets are denominated in these currencies, and fluctuations in these currencies could adversely affect our financial results. In addition, a material portion of our expenses, principally salaries and related personnel expenses, are paid in pounds.   Exposure to currency fluctuations to date has not had a material adverse effect on our business, there can be no assurance such fluctuations in the future will not have a material adverse effect on our operating results and financial condition. 

Cyber-attacks or other data security incidents may compromise the integrity of our products, harm our reputation and adversely impact our business and financial results.

Despite our efforts to protect our proprietary rights, including maintaining the security and integrity of our product source code, the threats to network and data security are increasingly diverse and sophisticated. We and our software solutions could be targets of cyber-attacks (including, among others, malware, viruses and other disruptive activities of individuals or groups) designed to impede the performance of our solutions, penetrate our network security or the security of our solutions, misappropriate proprietary information or cause other interruptions to our business. The impact of such incidents could, among other things, disrupt the proper functioning of our software products, cause errors in the output of our customers’ work and allow unauthorized access to sensitive, proprietary or confidential information of ours or our customers and other destructive outcomes. Although we have not identified any such incidents of sabotage or unauthorized access by a third party, if we experience an actual or perceived breach of security in our internal systems or to our software products, it may compromise the integrity of our products, harm our reputation and we could also face lawsuits and potential liability. If any of these events happen, our business and financial results could suffer. In addition, the cost and operational consequences of implementing further data protection measures is expected to increase and such increases may be significant. Also, we could be negatively impacted, including by incurring compliance costs, by existing and proposed laws and regulations related to privacy and data protection.

Our internal control over financial reporting is not presently effective and there is no assurance that our internal control over financial reporting will be effective in the future, which could result in our financial statements being unreliable, government investigation or loss of investor confidence in our financial reports.

The Sarbanes-Oxley Act of 2002, or SOX, imposes certain duties on us. In particular, continued compliance with Section 404 of SOX and the related regulations regarding our assessment of our internal control over financial reporting and the required auditor attestation of such internal control requires the commitment of significant financial and managerial resources. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting. We may also identify material weaknesses or significant deficiencies in our internal control over financial reporting. In the future, if we are unable to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline. Failure to maintain effective internal control over financial reporting could also result in investigation or sanctions by regulatory authorities.

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Risks Relating to Our International Operations

Our operations in international markets and earnings in those markets may be affected by legal, regulatory, political, and economic risks.

We operate in the U.S. and the U.K., serving customers primarily in Europe and North America, although our customers have significant operations across more than 25 countries, including many of the world’s largest military organizations and private sector multinationals. Our operations in international markets and earnings in those markets may be affected by legal, regulatory, political and economic risks. Our ability to maintain the current level of operations in our existing international markets and to capitalize on growth in existing and new international markets is subject to risks associated with international operations. These include the burdens of complying with a variety of laws and regulations, unexpected changes in regulatory requirements, new tariffs or other barriers to some international markets.

We cannot predict whether quotas, duties, taxes, exchange controls or other restrictions will be imposed by the U.S. or other countries upon our international operations in the future or what effect any of these actions would have on our business, financial condition or results of operations. We cannot predict whether there might be changes in our ability to repatriate earnings or capital from international jurisdictions. Changes in regulatory and geopolitical policies and other factors may adversely affect our business or may require us to modify our current business practices.

Changes in foreign, cultural, political, and financial market conditions could impair our international operations and financial performance. 

The economies of foreign countries important to our operations could suffer slower economic growth or economic, social and/or political instability or hyperinflation in the future. International operations, including research & development and sales (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things:  

● new restrictions on access to markets;

● lack of developed infrastructure;

● inflation or recession;

● changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws;

● social, political or economic instability;

● acts of war and terrorism;

● natural disasters or other crises;

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● reduced protection of intellectual property rights in some countries;

● increases in duties and taxation; and

● restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by countries in which we operate.

Should any of these risks occur, our ability to sell our products or repatriate profits could be impaired and we could experience a loss of sales and profitability from our international operations, which could have a material adverse impact on our business and financial conditions.

Our international activities expose us to fluctuations in currency exchange rates that could adversely affect our results of operations and cash flows.

Our international activities expose us to changes in foreign currency exchange rates. Such fluctuations could result in our (i) paying higher prices for certain imported goods and services, (ii) realizing lower prices for any sales denominated in currencies other than U.S. dollars, (iii) realizing lower net income, on a U.S. dollar basis, from our international operations due to the effects of translation from weakened functional currencies, and (iv) realizing higher costs to settle transactions denominated in other currencies. Any of these risks could adversely affect our results of operations and cash flows.

We may implement certain measures such as entering into forward contracts to help manage the currency risk related to certain business transactions denominated in foreign currencies. To the extent these transactions are completed, the contracts minimize our risk from exchange rate fluctuations because they offset gains and losses on the related foreign currency denominated transactions. However, there can be no assurances that we will be able to effectively utilize these forward exchange contracts in the future to offset significant risk related to fluctuations in currency exchange rates. In addition, there can be no assurances that the counter party to the contract will perform their contractual obligations to us to realize the anticipated benefits of the contracts.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-bribery laws.

The United States Foreign Corrupt Practices Act (the “FCPA”) and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making, offering or authorizing improper payments to non-U.S. government officials for the purpose of obtaining or retaining business. We do business and may do additional business in the future in countries or regions where strict compliance with anti-bribery laws may conflict with local customs and practices. Violations of anti-bribery laws (either due to our acts or our inadvertence) may result in criminal and civil sanctions and could subject us to other liabilities in the U.S. and elsewhere. Even allegations of such violations could disrupt our business and result in a material adverse effect on our business and operations.

We are committed to doing business in accordance with applicable anti-corruption laws and our own internal policies and procedures. We also plan to implement policies and procedures concerning compliance with the FCPA that is disseminated to employees, directors, contractors and agents. Our policies and procedures and any future improvements, however, may prove to be less than effective, and our employees and consultants may engage in conduct for which we might be held responsible. Some foreign jurisdictions may require us to utilize local agents and/or establish joint ventures with local operators or strategic partners. Even though some of our agents and partners may not themselves be subject to the FCPA or other non-U.S. anti-bribery laws to which we may be subject, if our agents or partners make improper payments to non-U.S. government officials in connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse effect on our business, financial position, results of operations and cash flows. 

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Risks Relating to Our Securities

No public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering.

Although our common stock is listed for quotation on the OTC Pink under the ticker symbol “BTXI,” as of the date of this current report, there has not been any active trading in our common stock. There is a risk that we will not be able to have our stock listed or quoted on a more established market, and even if we are able to do so (of which no assurances can be given), we cannot predict whether an active market for our common stock will ever develop in the future.  In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our common stock may be limited and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

Assuming we can find market makers to establish quotations for our common stock, we expect that our common stock will be quoted on the OTC Bulletin Board (known as the OTCBB) or OTCQB market operated by OTC Markets Group, Inc.  Like the OTC Pink, these markets are relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less liquidity than NASDAQ or the NYSE MKT (formerly known as the NYSE AMEX). No assurances can be given that our common stock, even if quoted on such markets, will ever trade on such markets, much less a senior market like NASDAQ or NYSE MKT. In this event, there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices or at all. Moreover, there is a risk that our common stock could be delisted from the OTCBB/OTCQB, in which case it might again be listed on OTC Pink, which is even more illiquid than the OTC Bulletin Board.

The lack of an active market impairs our investors’ ability to sell shares of our common stock at the time they wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of shares of our common stock. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares of our common stock and may impair our ability to expand our operations through acquisitions by using our shares as consideration. 

In the event a market develops for our common stock, the market price of our common stock may be volatile. 

In the event a market develops for our common stock, the market price of our common stock may be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board or OTC Pink quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate. These factors may materially adversely affect the market price of our common stock regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

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Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as rule changes proposed and enacted by the Commission, the New York Stock Exchange and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted all of these measures. As of the date of this current report, we are not in compliance with requirements relating to the distribution of annual and interim reports, the holding of stockholders meetings and solicitation of proxies for such meeting and requirements for stockholder approval for certain corporate actions.  Regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley could have a material adverse effect on our business and operating results.  In addition, current and potential stockholders could lose confidence in our financial reporting, which could have a material adverse effect on our stock price.  

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.  We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.  During the course of our testing, we may identify deficiencies or material weaknesses which we may not be able to remediate immediately. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley. Failure to achieve and maintain an effective internal control environment could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our common stock price.

The application of the SEC “penny stock” rules to our common stock could limit trading activity in the market, and our shareholders may find it more difficult to sell their shares of our common stock.

Penny stocks generally are equity securities with a price of less than $5.00. It is expected that our common stock will be trading at less than $5.00 per share and is therefore subject to the penny stock rules of the Securities and Exchange Commission. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. 

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FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell shares of our common stock, have an adverse effect on the market for shares of our common stock, and thereby depress price of our common stock.

Our shareholders may face significant restrictions on the resale of shares of our common stock due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and also govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this prospectus. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. Accordingly, our investors may be unable to resell shares without the significant expense of state registration or qualification.

We do not intend to pay dividends for the foreseeable future, and our investors must rely on increases in the market prices of our common stock for returns on equity investment.

To date, we have not paid any cash dividends on our common stock. The declaration and payment of dividends, if any, will always be subject to the discretion of our Board. The timing and amount of any dividends declared will depend on, among other things, our earnings, financial condition and cash requirements and availability and our ability to obtain debt and equity financing on acceptable terms as contemplated by our growth strategy. For the foreseeable future, earnings generated from our operations will be retained for use in our business and not used to pay dividends. Accordingly, our investors must rely on increases in the market prices of our Common Stock for returns on equity investment.

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

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FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this Report. This management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in this Report that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

As the result of the Business Combination and the change in business and operations of the Company, a discussion of the past financial results of the Company is not pertinent. Under U.S. generally accepted accounting principles (U.S. GAAP), the historical financial results of iOra, the accounting acquirer, prior to the Contribution are considered the historical financial results of the Company.

The following discussion highlights iOra’s results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provide information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on iOra’s audited and unaudited financial statements contained in this Report, which we have prepared in accordance U.S. GAAP. You should read this discussion and analysis together with the financial statements and the related notes thereto.

Also included are iOra’s unaudited financial statements for the period January 1, 2016 to September 30, 2016. The information contained therein has been reviewed by the Company’s external auditors.

Basis of Presentation

The audited financial statements of iOra for the fiscal years ended December 31, 2015 and 2014 include a summary of iOra’s significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature, unless stated otherwise. The same policies and explanations are consistently applied in relation to iOra’s unaudited financial statements for the period to September 30, 2016. 

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Overview

iOra’s original business and technology was founded in 1997 as iOra Limited. Subsequently, iOra Limited changed its name to Infonic Geo-Replicator Ltd. (“Infonic”) in 2008, at which time it became a business of Infonics PLC (then known as Infonic UK Limited or Infonic). Infonic entered into a business transfer agreement in April 2013 with iOra Limited, at which time Infonic changed its name to iOra Software Limited, and acquired the trade and technology assets of its predecessor company iOra Limited. iOra’s business is based around a suite of software products branded as the Geo-Replicator. The Geo-Replicator products provide uninterrupted access to up-to-date information by delivering offline Microsoft SharePoint and other online content replication to allow users in diverse geographical locations to communicate in a secure environment on an uninterrupted basis. The Geo-Replicator’s underlying technology, which was first commercialized in 1997 and has since gone through myriad adaptations, adjustments and iterations as technology and computer systems have evolved, is primarily a solution for replicating data over large and dispersed server estates in a secure manner and over challenging environments. Prior to the Business Combination, iOra was 90% owned by Stocksfield Limited, a UK private investment company, with interests in software and property. Stocksfield provided iOra with certain administrative services and also financed its operations during any lossmaking periods. As a result, this financial information reflects iOra’s ownership by a larger group rather than as an independent operation.

Results of Operations

Unaudited Consolidated Financial Statements for the three months ended September 30, 2016 and 2015

Revenues

iOra recognized revenue of $827,306 for the three months ended September 30, 2016 compared to $447,510 for the three months ended September 30, 2015. This increase in revenue occurred as a result of the release of deferred maintenance revenue over the three-month period, as well as a large sale of licenses recognized by iOra. Certain large license sales were pushed out and are likely to be realized in the first quarter of 2017.

Cost of Revenues

Total cost of revenue for three months ended September 30, 2016 was $629 compared to $12,721 for the three months ended September 30, 2015. This is not necessarily reflective of a company-wide increase in margin, but can rather be attributed to specific larger sales recognized in the period not incurring significant costs.

Total Operating Expenses 

Total operating expenses for the three months ended September 30, 2016 of $530,657 as compared to $865,456 for the three months ended September 30, 2015 reflects the completion of our program to reduce headcount and operating expenses.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the sales and marketing of iOra. A reduction to $30,407 for the three months ended September 30, 2016, as compared to the three months ended September 30, 2015 of $41,252 reflects the iOra’s approach to cost minimization during this period of low sales activity despite revenue being recognized as a result of the release of previously concluded sales from deferred income.

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General and Administrative Expenses

The decrease from $622,135 for the three months ended September 30, 2015 to $298,193 for the three months ended September 30, 2016 was primarily due to significantly reduced staffing costs. This is reflective of iOra’s approach to minimizing overheads. Revenue has been supplemented by the sales in the prior financial year which have only been released from deferred income in the current period.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to iOra in relation to general administrative and treasury services, as well as the cost of time of Stocksfield executives. Management fees for the three months ended September 30, 2016 of $202,057 are comparable with the $202,069 for three-month period ended September 30, 2015.

Unaudited Consolidated Financial Statements for the nine months ended September 30, 2016 and 2015

Revenues

IOra recognized revenue of $1,638,607 for the nine months ended September 30, 2016 compared to $1,094,847 for the nine months ended September 30, 2015. This increase in revenue occurred as a result of the release of deferred maintenance revenue over the nine-month period, as well as a large sale of licenses recognized by iOra. Certain large license sales were pushed out and are likely to be realized in the first quarter of 2017.

Cost of Revenues

Total cost of revenue for nine months ended September 30, 2016 was $4,998 compared to $10,854 for the nine months ended September 30, 2015. This is not necessarily reflective of a company-wide increase in margin, but can rather be attributed to specific larger sales recognized in the period not incurring significant costs.

Total Operating Expenses 

Total operating expenses for the nine months ended September 30, 2016 of $1,682,831 as compared to $2,525,835 for the nine months ended September 30, 2015 reflect the completion of our program to reduce headcount and operating expenses.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the sales and marketing of iOra. A significant reduction to $68,395 for the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015, of $131,992 is reflective of iOra’s approach to cost minimization during this period of low sales activity despite revenue being recognized as a result of the release of previously concluded sales from deferred income.

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General and Administrative Expenses

The decrease from $1,787,635 for the nine months ended September 30, 2015 to $1,020,932 for the nine months ended September 30, 2016 was primarily due to significantly reduced staff costs. This is reflective of iOra’s approach to minimizing overhead. Revenue has been supplemented by the sales in the prior fiscal year which have only been released from deferred income in the current period.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to iOra in relation to general administrative and treasury services, as well as the cost of time of Stocksfield executives. Management fees for the nine months ended September 30, 2016 of $593,504 decreased from $606,208 for the period ended September 30, 2015 as a result of currency fluctuations.

Audited Consolidated Financial Statements for the fiscal year ended December 31, 2015 and 2014

Revenues

Revenues for the years ended December 31, 2015 and 2014 were $1,528,665 and $2,621,485, respectively. The results reflect some significant delays in the deployment of large enterprise-wide technology platforms by certain of iOra’s military customers as they migrated to new technology platforms.

iOra’s owners, Stocksfield Limited, a UK company, and Lexalytics Inc., a Massachusetts company, continued to fund the loss-making operations due to the visibility of the forward order book. iOra’s accounts for the period ending September 30, 2016 contain a small revenue element of these future contracts.

iOra has two main sources of revenue, a one-off sale of software license; which is recognized in the relevant financial year and on-going maintenance agreements, which are recognized over multi-year periods.

Cost of Revenues

Total cost of revenue for year to December 31, 2015 was $4,053 compared to $13,320 for year to December 31, 2014. This reflects the reduction in revenues as major contract wins and renewals were delayed or postponed.

Total Operating Expenses 

Total operating expenses for the years ended December 31, 2015 and 2014 were $3,277,004 and $4,409,686, respectively. The decrease in operating costs is primarily related to reduced revenues and reduction in staff numbers.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the sales and marketing of iOra. A reduction to $161,472 in the year ended December 31, 2015, as compared to $440,030 in 2014, reflects the gradual reduction in sales and marketing efforts during the period as iOra concentrated on third-party distribution channels.

The management accounts for the period ending September 30, 2016 reflect the completion of our program to reduce headcount and general administrative expenses. Due to iOra selling largely through third-party agents, iOra does not envisage that any sharp increase in revenues will lead to a need to expand the cost base or increase selling expenses.

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General and Administrative Expenses

The decrease from $2,640,179 in the fiscal year ended December 31, 2014 to $2,307,305 in the fiscal year ended December 31, 2015 reflects the strategy to reduce operating expenses across our operations primarily due to the reduction in staff costs.

The management accounts illustrate the full impact of the above cost control measures.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to iOra in relation to general administrative and treasury services, as well as the supply of time of Stocksfield executives. The respective reduction in management fees for the year ended December 31, 2015 to $808,227 from $1,329,477 for the year ended December 31, 2014 is a direct consequence of the contract delays mentioned above.

Going forward Stocksfield will charge a reduced fee for the services it provides to iOra by way of a service agreement, dated February 13, 2017 (the “Service Agreement”). The expected cost of this Service Agreement is some $44 per calendar month. The Service Agreement is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

The intention of the Board is to hire sufficient executives so that over a 12-14 month time period Stocksfield will be able to gradually withdraw its services, after which time Stocksfield will simply be a large shareholder of the Company.

Financial Condition, Liquidity and Capital Resources

Historically the business has been funded by a mixture of retained earnings and banking facilities, and, when and where necessary, by loans from Stocksfield. Following the Reverse Merger and completion of a private placement, the sum of $3,290,313 will be paid to Stocksfield in order to unwind a historical group treasury position.

The payment is owed as a result of the Reverse Merger crystallizing the repayment of Stocksfield debt to Forum International a Luxembourg lender, Coutts Bank and other minor lenders, as described in the Financing section above.

iOra; being a major asset of Stocksfield, is cross-guarantor to these borrowings and as a result, Stockfield’s contribution of its shares in iOra creates a repayment event.

Specifically, Coutts Bank benefits from a direct debenture over iOra, which will be released when they are repaid as described above.

The amount to be repaid reflects the total capital and financing costs incurred by Stocksfield in its funding of iOra and is conditional upon a minimum of $5,000,000 being raised in a private placement at some time in the near future, which would allow iOra to maintain sufficient working capital at all times.

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iOra has developed a detailed financial plan to repay all secured creditors, trade creditors and meet its obligations with regards to the agreement with Stocksfield.

The balance sheet at closing has one direct secured creditor, Bibby Financial Services (“BFS”). BFS is owed $424,398 as of December 31, 2016. As mentioned above, we intend to repay BFS from the proceeds of a future private placement and/or immediate working capital. Added to this, prior to the signing of the Contribution Agreement, iOra had agreed billing of some $1,128,816, the receipts of which are expected to be received within a 60-day period from the filing of this report.

The combination of trade receipts and raising new equity will enable iOra to repay its secured creditors, and meet its obligations to Stocksfield; as detailed above, while maintaining sufficient working capital for the foreseeable future.

 Cash and Working Capital

iOra maintains a detailed month by month cash flow forecast which is updated on a rolling 18-month cycle.

For the last two fiscal years, iOra incurred negative cash flow from operations as a result of the variability of iOra’s receipt of customer payments for goods sold or services rendered, as compared to the relatively fixed costs of iOra’s business. As at December 31, 2015, iOra had a negative cash balance of $261 as compared to a negative balance of $200,403 for the period ended December 31, 2014. Net cash inflows/(outflows) from Operations for the same periods were $310,355 and ($168,413), respectively.

As at September 30, 2016, iOra’s cash balance was ($503).

After September 30, 2016 and until the date of the Reverse Merger, iOra has recognized significant revenues from license sales and maintenance payments.

Sources of Liquidity

iOra has largely been financed by cash flow from operations, overdraft and inter-company loans Stocksfield. IOra has also previously used the services of an invoice discounting facility provided by Bibby Invoice Discounting Limited, through which we have occasionally obtained loans against iOra’s trade receipts.

Off-Balance Sheet Arrangements

iOra is co-guarantor with regard to a loan at Coutts Bank. The loan was a formalization of an historical overdraft facility with which Stocksfield partly financed iOra’s operations. The amount outstanding under the loan as of December 31, 2016 was $287,549. The intention is for Stocksfield to repay the loan in full and final settlement from proceeds of a future private placement. Upon settlement, iOra will be released from its contingent obligations to Coutts Bank and their debenture over iOra’s balance sheet will be released. There are no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, other than those disclosed.

Inflation

We do not believe our business operations have been materially affected by inflation.

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Critical Accounting Policies, Estimates, and Judgments

Basis of Presentation

The consolidated financial statements include the accounts of the iOra (a United Kingdom Corporation) and its wholly owned subsidiary, iOra Inc. All significant intercompany transactions have been eliminated in consolidation.

iOra has prepared the accompanying consolidated financial statements pursuant to U.S. generally accepted accounting principles (U.S. GAAP).

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Use of Estimates 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, estimated useful life and residual value of property, plant and equipment, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

Revenue Recognition

Revenue comprises revenue recognized by iOra in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Software license fees are recognized as revenue when delivery of the software has occurred provided a signed agreement is in place, the license fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable. 

Maintenance contracts are invoiced in advance and income is recognized on a straight-line basis over the life of the contract. Where receipts exceed recognized income on a contract iOra defers the relevant amount to be released over the remainder of the contract.

For certain key customer contracts iOra utilizes the services of sales partners who assist with the concluding of these contracts. In certain, but not all, instances a fee is agreed to with the partner for providing these services. Where a sales partner is used the partner is invoiced directly and they are responsible for invoicing the final customer. When a fee is agreed to it is netted off the face value of the amount invoiced to the sales partner in order to arrive at the sales figure. iOra is of the view that this accurately reflects the substance of the underlying transaction and relationship and other alternatives would result in an overstatement of revenue.

Foreign Currency Translation and Comprehensive Income Loss

iOra’s reporting currency is U.S. Dollars. The accounts of iOra are maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive income (loss). Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

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Recently Issued Accounting Standards

ASU 2016-15

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, in an effort to reduce the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact this ASU will have on the financial statements and related disclosures.

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, “Revenue From Contracts With Customers (Topic 606).” The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).” ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically, about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-02

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

In addition, the Company has evaluated other recent pronouncements and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners 

The following table sets forth certain information immediately following the closing of the Business Combination, regarding the beneficial ownership of BTHC’s Common Stock by (i) each stockholder known by BTHC to be the beneficial owner of more than 5% of BTHC’s Common Stock, (ii) by each director and executive officer of BTHC and (iii) by all executive officers and directors of BTHC as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

	Shares Beneficially Owned (1)(2)
Name and address	Number of Shares Owned or Controlled		Percentage (3)
Stocksfield Limited (4)(6)		5,691,500		56.10	%
Lexalytics, Inc. (5)(6)		623,500		6.20	%
Securities Transfer Corporation (6)		2,924,999		29.24	%
Ramada Holdings, Inc.(7)		543,270		5.43	%
George Syllantavos (7)		543,270		5.43	%
Mark Thompson (4)(7)		2,805,750		28.05	%
Michael Fasci (9)		--		--
David L.A Morgan (8)		--		--
Directors and officers as a group (4 persons)		3,349,020		33.5	%

(1) Pro forma as of the date of the Closing, after giving effect to the Company’s filing of an amended and restated articles of incorporation to increase the Company’s authorized stock to 450,000,000 shares in order to convert the Series A Convertible Preferred Stock at the rate of 41.129815535 shares of Common Stock for each one share of Series A Convertible Preferred Stock and then effect a reverse split to decrease the Company’s Common Stock at the rate of approximately one-for-41.7138. There are no outstanding stock options or warrants. The Company anticipates that it will amend and restate its articles of incorporation at some time soon after the Closing.

(2) Under applicable Commission rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under Commission rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security. 

(3) In determining the percent of voting stock owned by a person on the date of the Business Combination: (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 10,000,000 shares of common stock outstanding as of the date of the Business Combination, and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options.

(4) Stocksfield Limited is wholly owned by Stocksfield Holdings Limited, an entity which is 50% owned by Mark Thompson, iOra Software Limited’s Chief Executive Officer, President and Chairman of the Board of Directors. The address of Stocksfield Limited is 1st Floor, Chapel House, 1-3 Chapel Street, Guildford, Surrey GU1 3UH.

(5)

The address for Lexalytics, Inc. is 6th Floor, 320 Congress Street, Boston, MA 02210.

(6)

A total of 2,924,999 shares (the “Voting Trust Shares”) are being held by Securities Transfer Corporation pursuant to a voting trust agreement (the “Voting Trust Agreement”). Under the terms of the Voting Trust Agreement, the Voting Trust Shares will be transferred and released to Stocksfield Limited and Lexalytics, Inc. pursuant to their pro rata interests in the shares upon BTHC successfully achieving certain earn out targets during fiscal 2017.  To the extent the earn out targets are not achieved by BTHC, the Voting Trust Shares will be transferred and released to the pre-Closing shareholders of the Company in accordance with the terms Voting Trust Agreement.  Mark Thompson, as the Contributor Representative, has voting control over all of the Voting Trust Shares while such shares remain subject to the Voting Trust Agreement.

(7) Mr. Syllantavos was our Chief Executive Officer, President, Secretary, Treasurer and Director. Following the Business Combination, he will resign from his executive positions and remain on as a Director of the Company. Mr. Syllantavos is also the president of Ramada Holdings, Inc. (“Ramada”). The address of each of Ramada and Mr. Syllantavos is 90 Kifissias Avenue, Maroussi 15125, Athens, Greece.  Mr. Syllantavos has sole voting and dispositive power over Ramada, and may be deemed to beneficially own the shares of common stock held by Ramada.    

(8) The address for each of Messrs. Thompson and Morgan is c/o iOra Software Limited, 1st Floor, Chapel House, 1-3 Chapel Street, Guildford, Surrey GU1 3UH.  

(9) The address for Mr. Fasci is P.O. Box 500, East Taunton, MA 02718.

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DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors, Executive Officers and Significant Employees

Name	Age	Position	Director or Officer Since
Mark Thompson	53	President, CEO, Chairman	February 10, 2017
Michael Fasci	58	CFO, Director, Treasurer, Secretary	February 10, 2017
George Syllantavos	52	Director	October 2009
David L.A. Morgan	50	COO	February 10, 2017

Biographical Information

Mr. Mark Thompson. Mr. Thompson serves as the President, Chief Executive Officer and Chairman of the Board of Directors of the Company, positions he assumed following the Business Combination. Prior to entering into the Contribution Agreement, from 2005 to present, Mr. Thompson served as a director of iOra Software Limited. In addition, Mr. Thompson is President and CEO of Stocksfield Limited, a position he has held since 2000. Mr. Thompson has more than 25 years’ experience in finance and business operations, having held senior positions in four publicly listed companies in the UK and the US, including United Biscuits, Amersham International, Getty Images Inc. and Infonic PLC. Mr. Thompson has extensive cross-border fundraising experience and brings with him a wealth of knowledge in day to day practical business strategy and operations. Mr. Thompson originally trained as a lawyer and then went on to qualify as an accountant in the UK. We believe Mr. Thompson’s vast experience in finance and business will assist our Company in its future growth and development.

Michael Fasci. Mr. Fasci serves as the Chief Financial Officer, Director, Secretary and Treasurer of the Company, positions he assumed following the Business Combination. Prior to joining the Company, from 1987 to 2016, Mr. Fasci served as President at Process Engineering Services, Inc. in Taunton, Massachusetts. Mr. Fasci is a 30-year veteran in the finance sector, having served as an officer and director of numerous public and private company, most recently having worked at the following companies: GrowLife Inc. (Director from Oct. 2015 to Present and Secretary from April 2016 to Present); Green Innovations, Inc. (Chief Executive Officer and Chief Financial Officer from October 2015 to Present); Preferred Brand Restaurants, Inc. (Director and Chief Financial Officer from June 2016 to Present); OSL Holdings, Inc. (Director and Chief Financial Officer from November 2015 to October 2016 and Chief Executive Officer from July 2016 to October 2016); VHGI Holdings (Director and Chief Financial Officer from 2012 to 2014); RedFin Networks, Inc. (Director and Chief Financial Officer from 2002 to 2013); PTA Holdings (Director, Chief Executive Officer and Chief Financial Officer from June 2016 to Present); Elite Books (Director from February 2016 to Present); MLine Holdings (Director from June 2016 to January 2017).. Mr. Fasci began his career as a field engineer and then acted as manager of various remediation filtration and environmental monitoring projects around the world before he came to focus his efforts on the daily operations, accounting and financial reporting and SEC compliance of the numerous companies he served. Mr. Fasci resides in Taunton, Massachusetts and studied Electrical Engineering at Northeastern University. In addition, he maintains a qualification as an Enrolled Agent of the Internal Revenue Service. We believe Mr. Fasci’s experience in business and depth of knowledge in SEC reporting requirements will assist in the Company’s growth and development going forward.

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George Syllantavos. Mr. Syllantavos has served as a Director of the Company since October 2009. Prior to that, from October 2009 to December 2016, Mr. Syllantavos served as the President and CEO of BTHC X, Inc. (OTCBB:BTXI), when we were exploring a business combination in the technology sector. Following the reverse merger of iOra Software Limited into BTXI, he became iOra’s outside director. Since December 2015, Mr. Syllantavos is the co-CEO, CFO, Secretary and Director of Stellar Acquisition III Inc. (NASDAQ:STLR), a special purpose acquisition company that raised $69 million in August 2016 with the mandate to effect a business combination in the energy logistics space. In February 2013, Mr. Syllantavos co-founded and has been CEO of, Nautilus Energy Management Corp., a maritime energy services company involved in maritime project business development and ship management focusing on the offshore supply and gas sectors. From May 2011 until February 2013, Mr. Syllantavos co-founded and served as co-CEO and CFO of Nautilus Marine Acquisition Corp. (NASDAQ:NMAR), a special purpose acquisition company (SPAC) that completed an initial public offering in July 2011 raising $48 million with the mandate to pursue a business combination in the maritime space. Subsequently, he served as the CFO of Nautilus Offshore Services Inc., an offshore service vessel owner and operator and the successor of Nautilus Marine, from February 2013 until April 2014. From November 2007 to August 2011, he served as CFO, Secretary and Director of Star Bulk Carriers Corp. (NASDAQ:SBLK), a dry-bulk ship-owning company. Prior to 2007, Mr. Syllantavos co-founded and served as executive officer of three U.S.-listed companies. He also served as a financial and strategic advisor to both the Greek Ministry of Industry & Energy (from June 1995 to May 1996) and the Greek Ministry of Health (from May 1996 to January 1998), where, in 1997 and 1998, he helped structure the equivalent of a US$700 million bond issuance for the payment of outstanding debts to the suppliers of the Greek National Health System. Mr. Syllantavos has a B.Sc. in Industrial Engineering from Roosevelt University in Chicago and an MBA in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Syllantavos’s extensive public company experience and his experience with SEC reporting from both a management and an accounting level will assist us in our duties and obligations of being a public company.

David L.A. Morgan. Mr. Morgan is the Chief Operating Officer of the Company, a position he assumed following the Business Combination in December 2016. From July 2015 to Present, Mr. Morgan has served as the Chief Operating Officer of Stocksfield Limited, iOra’s parent company. Mr. Morgan’s main role at Stocksfield has been in the financing of group companies and overseeing Stocksfield’s property and home building interests. For many years, from 2001 to 2010, Mr. Morgan was a Corporate Stockbroker specializing in Technology and Property Small Cap companies in the UK market. He was directly involved in the UK IPO of a Group that originally owned the iOra business and, as a result, has many years knowledge of its technology and customer relationships. Mr. Morgan received his bachelor’s degree in Humanities in 1998 from Huddersfield Polytechnic and was regulated from 2007 to 2010 with the UK Financial Services Authority and was authorized to carry out corporate finance advice. We believe Mr. Morgan’s extensive experience in the financial services sector, as well as his experience working with small cap public companies, will assist us in our growth and development as we become a publicly reporting company.

Family Relationships

There are no family relationships between any of the Company’s members of management or the Company’s board of directors.

The Board of Directors and Committees

Our Board of Directors does not presently maintain separate audit, compensation or corporate governance committees. Functions customarily performed by such committees are performed by our Board of Directors as a whole. Presently, our company is not required to maintain such committees under the rules applicable to companies that do not have securities listed or quoted on a national securities exchange or national quotation system. We intend to create Board committees, including an independent audit committee, in the near future as we prepare to list on a national securities exchange. If we are successful in listing our Common Stock on the NYSE or NASDAQ, we would be required to have, prior to listing, an independent audit committee formed in compliance with the requirements for such listing and in compliance with Rule 10A-3 of the Securities Exchange Act of 1934.

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Involvement in Certain Legal Proceedings

In 2009, a major U.S. lender of Infonic PLC, a company formed under the laws of England and Wales (“Infonic”), called in its loans and, as a result, on February 3, 2009, Infonic was placed initially into Administration pursuant to the U.K.’s Insolvency Act of 1986 under the laws of England and Wales and, subsequently, on November 3, 2009, into a Creditor’s Voluntary Liquidation (the “Restructuring”).  Mr. Thompson was an executive director at Infonic at the time of the Restructuring. The Restructuring caused Infonic to sell its assets, all of which were purchased by a group of investors, including Mr. Thompson. At that time, iOra Software Limited was one of the entities owned by Infonic.

Aside from the disclosure detailed above, none of the Company’s officers, directors, promoters or control persons has been involved in any of the following during the past 10 years:

(1)       Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)       Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)       Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)       Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.

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EXECUTIVE COMPENSATION

The following table sets forth, for the period indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer, chief financial officer and all other executive officers who received or are entitled to receive remuneration in excess of one percent of the Company’s assets during the stated periods.

Summary Compensation Table:

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Award(s) ($)	Option Award(s) ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All other Compensation ($)	Total ($)
George Syllantavos,	2016		--		--	--		--		--		--	--	0
former CEO, CFO, Director(1)	2015		--		--	--		--		--		--	--	0
Mark Thompson,	2016		--		--	--		--		--		--	--	0
CEO, President, Chairman	2015		--		--	--		--		--		--	--	0
Michael Fasci,	2016		--		--	--		--		--		--	--	0
CFO, Director	2015		--		--	--		--		--		--	--	0
David L.A. Morgan,	2016		--		--	--		--		--		--	--	0
COO	2015		--		--	--		--		--		--	--	0

(1) Mr. Syllantavos will remain a Director of BTHC following completion of the Business Combination.

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers.

Employment Agreements

We have no written employment agreements with our officers and directors other than those entered into by iOra.

Equity Compensation Plan Information

The Company does not currently have any equity compensation plans, although we intend adopt an equity compensation plan in the near future.

Director Compensation

We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred when attending board or committee meetings.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

Prior to the closing of the Business Combination, Mr. Syllantavos made loans to us so that we could continue to operate. Immediately prior to the Business Combination, such amounts totaled $288,882. On February 10, 2017, $33,882 of the amounts owed by us to the BTHC controlling shareholders (the “BTHC Controlling Shareholders”) were converted into 709,939 shares of our Series A Convertible Preferred Stock. In addition, the BTHC Controlling Shareholders forgave $180,000 of the amounts owed to them and $75,000 of the amounts owed to them were to be repaid pursuant to the terms of a promissory note, which iOra issued to BTCH in conjunction with the Business Combination.

Director Independence

We do not presently have an independent board of directors.

LEGAL PROCEEDINGS

From time to time, we and our subsidiaries may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business and an adverse result in these or other matters may arise from time to time that may harm our business. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party to a legal proceeding that is adverse to the Company or has a material interest adverse to the Company in reference to pending litigation. 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

No public trading market currently exists for the Company’s securities. The Company plans to apply for public quotation of its shares on the over-the-counter market. This process will require the Company to find a brokerage firm to apply for listing. There is no assurance that a market will develop, or that a shareholder will ever be able to liquidate his or her investment. The Company currently has 5,839,933 shares of Common Stock issued and outstanding.

Holders

As of the date of this Current Report on Form 8-K, the Company currently has 5,839,933 shares of Common Stock issued and outstanding owned by approximately 591 owners of record.

Dividends

The Company has not declared or paid any cash dividends on its Common Stock during the fiscal years ended December 31, 2015. There are no restrictions on the Common Stock that limit the ability of us to pay dividends if declared by the board of directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of Common Stock are entitled to receive dividends when and if declared by the board of directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if, after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, and other applicable conditions. We do not intend to pay any cash dividends in the foreseeable future but rather plan to reinvest our earnings, if any, in the development of our business operations.

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RECENT SALES OF UNREGISTERED SECURITIES

On February 13, 2017, we issued 709,939 shares of Series A Convertible Preferred Stock to the BTHC Controlling Shareholders in exchange for cancellation of $33,382 of liabilities.

On February 13, 2017, pursuant to the closing of the Contribution Agreement dated December 31, 2016, by and between the Company, iOra, the Shareholders of iOra and their representatives, the Company issued a total of 10,000,000 shares of Series A Convertible Preferred Stock to 11 shareholders, of which 2,966,531shares (the “Escrow Shares”) will be held in a voting trust pending iOra achieving certain specified revenue performance targets during the fiscal year ending December 31, 2017. In the event the performance targets are not met, such Escrow Shares will be forfeited and distributed to the Company’s shareholders of record on a pro rata basis as calculated on the day prior to the Business Combination. As set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, in return for the issuance of 6,323,530 shares of its Series A Convertible Preferred Stock to the Shareholders of iOra and their representatives, in addition to the potential issuance of the Escrow Shares, the Company received all of the issued and outstanding shares of iOra Software Limited, thereby making iOra Software Limited a wholly owned subsidiary of the Company. For the above share issuances, the shares were not registered under the Securities Act in reliance upon the exemption from registration provided in Rule 4(a)(2) of the Securities Act. No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances. 

DESCRIPTION OF SECURITIES

Overview

The following description of our capital does not purport to be complete and is subject to and qualified in its entirety by our certificate of incorporation, our bylaws and by the applicable provisions of Delaware law. Our authorized capital stock consists of 40,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the date of this Current Report on Form 8-K, our outstanding capital stock consists of 5,839,933 shares of common stock, par value $0.001 per share, and 10,000,000 shares of Series A convertible preferred stock, with each share of preferred stock convertible into 41.12981553 shares of common stock. The preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock or other securities.

Common Stock  

As of the date of this current report, there were 5,839,933 shares of common stock issued and outstanding, held of record by approximately 591 stockholders. The outstanding shares of common stock are fully paid and non-assessable. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.  Holders of our common stock do not have cumulative voting rights, including with respect to the election of directors or for any other purposes. Holders of our common stock do not have preemptive rights, conversion rights or other subscription rights.  Subject to preferential rights with respect to any outstanding preferred stock, holders of our common stock are entitled to receive ratably such dividends as may be declared by our Board out of funds legally available therefore. Pursuant to Section 281 of Delaware General Corporation Law, in the event of our dissolution, the holders of common stock are entitled to the remaining assets after payment of all liabilities of the company and payment to holders of any series of preferred stock then outstanding of the full amounts of preferential payments to which such holders are entitled to.

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Preferred Stock

Our Certificate of Incorporation authorizes our Board, without action by our shareholders, to issue up to 10,000,000 shares of preferred stock from time to time in one or more series. As of the date of this current report, 10,000,000 shares of preferred stock were designated issued and outstanding. Our Board is authorized to fix the rights, designations, preferences, privileges and restrictions of our authorized but undesignated preferred shares, including: 

● dividend rights and preferences over dividends on our common stock or any series of preferred stock;

● the dividend rate (and whether dividends are cumulative);

● conversion rights, if any;

● voting rights;

● rights and terms of redemption (including sinking fund provisions, if any);

● redemption price and liquidation preferences of any wholly unissued series of any preferred stock and the designation thereof of any of them; and

● to increase or decrease the number of shares of any series subsequent to the issue of shares of that series but not below the number of shares then outstanding.

Convertible Preferred Stock

We have 10,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) issued and outstanding. Each share of Series A Preferred Stock is convertible into, and has voting rights equal to, 41.129815535 shares of Common Stock. It is the Company’s intention to file an amendment to its certificate of incorporation in the near future in order to increase the authorized shares of Common Stock to 450,000,000 shares, at which time the Preferred Stock will automatically convert into Common Stock.

Derivative Securities

As of the date of this current report, the Company does not have any outstanding warrants, options or convertible securities.

Delaware Anti-Takeover Law and Provisions of Certificate of Incorporation and By-Laws

We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

● prior to the date of the transaction, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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● upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding specified shares; or

● at or subsequent to the date of the transaction, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a “business combination” to include:

● any merger or consolidation involving the corporation and the interested stockholder;

● any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation to or with the interested stockholder;

● subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

● subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

● the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any person that is:

● the owner of 15% or more of the outstanding voting stock of the corporation;

● an affiliate or associate of the corporation who was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date; or

● the affiliates and associates of the above.

Under specific circumstances, Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a corporation for a three-year period, although the stockholders may, by adopting an amendment to the corporation’s certificate of incorporation or bylaws, elect not to be governed by this section, effective 12 months after adoption.

Our Certificate of Incorporation and Bylaws do not exclude us from the restrictions of Section 203. We anticipate that the provisions of Section 203 might encourage companies interested in acquiring us to negotiate in advance with our Board since the stockholder approval requirement would be avoided if a majority of the directors then in office approve either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

We have the authority under the Delaware General Corporation Law (the “DGCL”) to indemnify our directors and officers to the extent provided for in such statute. Set forth below is a discussion of Delaware law regarding indemnification which we believe discloses the material aspects of such law on this subject. The Delaware law provides, in part, that a corporation may indemnify a director or officer or other person who was, is or is threatened to be made a named defendant or respondent in a proceeding because such person is or was a director, officer, employee or agent of the corporation, if it is determined that such person:

● conducted himself in good faith;

● reasonably believed, in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation's best interest and, in all other cases, that his conduct was at least not opposed to the corporation's best interests; and

● in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.

A corporation may indemnify a person under the Delaware law against judgments, penalties, including excise and similar taxes, fines, settlement, unreasonable expenses actually incurred by the person in connection with the proceeding. If the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. The corporation may also pay or reimburse expenses incurred by a person in connection with his appearance as witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.

Our Certificate of Incorporation provides that we may, to the fullest extent permitted by the Delaware General Corporation Law, indemnify all and all persons it has power to indemnify under the DGCL and against any and all the expenses, liabilities or other matters. In addition, our Certificate of Incorporation also requires us to indemnify our officers and directors in circumstances set forth under Section 145 of the DGCL. Based on such provision, our corporation shall indemnify its officers and directors who are, were, or are threatened to be made a party to any threatened, pending or completed actions by reason of the fact that such persons are or were officers or directors of us against expenses, judgement, fines and amounts paid in settlement that have been actually and reasonably incurred by such officers or directors provided that such officers of directors acted in good faith and in a manner such persons reasonably believe to be in or not opposed to the best interests of our company.

Our Certificate of Incorporation also provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for an act or omission in such directors' capacity as a director, provided, however, that the liability of such director is not limited to the extent that such director is found liable for (a) a breach of the directors' duty of loyalty to us or our stockholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper personal benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (d) an act or omission for which the liability of the director is expressly provided under Delaware law. Limitations on liability provided for in our Certificate of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other law, such as the federal or state securities laws.

We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as executive officers and directors. The inclusion of these provisions in our Certificate of Incorporation may have the effect of reducing a likelihood of derivative litigation against our directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of case, even though such an action, if successful, might otherwise have benefited us or our stockholders.

Our Bylaws provide that we will indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law and we may, if and to the extent authorized by our board of directors, indemnify our officers and other persons whom we have the power to indemnify against liability, reasonable expense or other matters.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 

46

ITEM 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES

The disclosure set forth in Item 2.01 under the Section entitled “Recent Sale of Unregistered Securities” is incorporated into this item by reference.

ITEM 5.01 – CHANGES IN CONTROL OF REGISTRANT

As a result of the Business Combination, we experienced a change in control with the former shareholders of iOra Software Limited effectively acquiring control of us. The disclosure set forth in Item 2.01 to this Report is incorporated by reference into this item by reference.

ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures set forth in Item 2.01 to this Report are incorporated into this item by reference.

ITEM 5.06 – CHANGE IN SHELL COMPANY STATUS

The disclosures set forth in Item 2.01 to this Report are hereby incorporated into this item by reference.

The Company was a shell company (as such term is defined in Rule 12b-2 under the Exchange Act) immediately prior to the Contribution as described in Item 2.01 above. As a result of the Business Combination, the Company has acquired entities that possess an operating business. Consequently, the Company believes that the Business Combination has caused it to cease to be a shell company. For information about the Business combination, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K, which information is incorporated herein by this reference.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

 In accordance with Item 9.01(a), iOra Software Limited’s audited financial statements for the periods ended December 31, 2015 and 2014 and unaudited financial statements for the nine months ended September 30, 2016 and 2015 are filed in this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), the Company’s pro forma financial statements for the nine months ended September 30, 2016 and 2015 are filed in this Current Report on Form 8-K as Exhibit 99.2.

(d) Exhibits.

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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, by and among iOra Software Limited, BTHC X INC., Stocksfield Limited, Lexalytics, Inc. and Mark Thompson, in the capacity as the Contributor Representative thereunder. (1)(2)
2.2	Letter Amendment to the Contribution Agreement, dated as of January 30, 2017, by and among iOra Software Limited, BTHC X INC., Stocksfield Limited, Lexalytics, Inc. and Mark Thompson, in the capacity as the Contributor Representative thereunder.
3.1	Certificate of Incorporation (3)
3.2	Bylaws (3)
3.3	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of BTHC X, Inc.
10.1	Registration Rights Agreement, dated February 13, 2017, by and between BTHC X, Inc., George Syllantavos, Ramada Holdings, Inc., iOra Software Limited, Stocksfield Limited, Lexalytics, Inc. and Mark Thompson.
10.2	Lock-Up Agreement, dated February 13, 2017, between BTHC X, Inc. and the signatories thereto.
10.3	Voting Trust Agreement, dated February 13, 2017, by and between BTHC X, Inc., George Syllantavos, Ramada Holdings, Inc., iOra Software Limited, Stocksfield Limited, Lexalytics, Inc. and Mark Thompson.
10.4	BTHC X, Inc. Voting Agreement, dated February 13, 2017, entered into by Ramada Holdings, Inc., Stocksfield Limited and Lexalytics, Inc.
10.5	Promissory Note, dated February 13, 2017, issued by iOra Software Limited
10.6	Service Agreement, dated February 13, 2016 between Stocksfield Limited and iOra Software Limited.
99.1	Unaudited Financial Statements for the period ended September 30, 2016 and September 30, 2015.
99.2	Audited Financial Statements for the years ended December 31, 2015 and December 31, 2014.
99.3	Pro Forma Financial Statements of the Company for the nine months ended September 30, 2016 and September 30, 2015.

(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.

(2) Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 6, 2017.

(3) Incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 0-52237) filed on September 22, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 14, 2017	BTHC X, Inc.
	By:	/s/ Mark Thompson
		Name: Mark Thompson Title:  Chairman of the Board, President,
		Chief Executive Officer

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EX-2.2

Exhibit 2.2

Execution Version

iOra Software Limited

1-3 Chapel Street, First Floor

Guildford GU1 3UH

United Kingdom

As of January 30, 2017

BTHC X, Inc.

2 Argyrokastrou Street

Voula 16673, Athens, Greece
Fax: +30 210 8992896

Email: gs.nautilus@yahoo.com

Attn: George Syllantavos

Re: Letter Agreement re: Amendments to Contribution Agreement and Ancillary Documents

Dear Mr. Syllantavos:

Reference is made to that certain Contribution Agreement (the “Contribution Agreement”), dated as of December 31, 2017, by and among (i) BTHC X, Inc., a Delaware corporation (“Pubco”), (ii) George Syllantavos, an individual residing in 2 Argyrokastrou Street, Voula 16673, Athens, Greece, in his capacity as the representative from and after the Closing for the shareholders of Pubco as of immediately prior to the Closing, in accordance with the terms and conditions of this Agreement (the “Pubco Representative”), and individually as the “Sponsor,” (iii) Ramada Holdings, Inc., a company formed under the Laws of the Marshall Islands (the “Pubco Majority Shareholder”), (iv) iOra Software Limited, a company formed under the laws of England and Wales (“iOra”), (v) Stocksfield Limited, a company formed under the laws of England and Wales (“Stocksfield”), (vi) Lexalytics, Inc., a Massachusetts corporation (“Lex”) (Stocksfield and Lex may each be referred to as a Contributor and are collectively referred to as the “Contributors”), and (vii) Mark Thompson, an individual with an office in Guildford, UK, in his capacity as the representative of the Contributors in accordance with the terms and conditions of this Agreement (the “Contributor Representative”). Capitalized terms used in this letter agreement (the “Letter Agreement”) and not otherwise defined herein shall have the meaning ascribed to such terms in the Contribution Agreement.

In consideration of the mutual promises made and benefits to be received by the Parties and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to the Contribution Agreement (the “Parties”) hereby agree as follows:

1. Amendment to Contribution Agreement to remove the Right of First Refusal Agreement as a Closing Condition.

Section 9.2(f) of the Contribution Agreement, is hereby deleted in its entirety and shall be of no further force or effect, and shall be replaced in its entirety with the following quoted language: “[Section 9.2(f) is intentionally omitted]”.

2. Replacement of References to “National Securities Corporation” in the Contribution Agreement and iOra Disclosure Schedules, and Amendment to Section 8.10 of the Contribution Agreement regarding the Private Placement.

All references to “National Securities Corporation” in the Contribution Agreement the iOra Disclosure Schedules and all other Ancillary Documents, are hereby amended and replaced in their entirety with the following quoted language: “a broker-dealer chosen by the Contributor Representative in his sole discretion”.

In addition, Section 8.10 of the Contribution Agreement relating to the Private Placement is hereby amended and modified such that the following quoted language is added to the end of the first sentence of Section 8.10: “, provided further that Pubco, the Sponsor, the Pubco Representative and the Pubco Majority Shareholder shall not unreasonably withhold their consent to any such change.”

3. Certain Changes Relating to Officer and Secretary Certifications in Sections 9.2(e)(i), 9.2(e)(ii), 9.3(f)(i) and 9.3(f)(ii).

(a) The parties acknowledge and agree that the Officer Certificate and Secretary Certificate to be delivered by iOra to Pubco pursuant to Sections 9.2(e)(i) and 9.2(e)(ii) of the Contribution Agreement may be consolidated into a single officer certificate, executed by an authorized officer of iOra which otherwise meets the requirements of Sections 9.2(e)(i) and 9.2(e)(ii). References in Section 9.2(e)(ii)(A) and (B) to “Pubco” are hereby deleted and replaced with the word “iOra”.

(b) The parties acknowledge and agree that the Officer Certificate and Secretary Certificate to be delivered by Pubco to iOra pursuant to Sections 9.3(f)(i) and 9.3(f)(ii) of the Contribution Agreement may be consolidated into a single officer certificate, executed by an authorized officer of Pubco, which otherwise meets the requirements of Sections 9.3(f)(i) and 9.3(f)(ii).

4. Extension of “Final Date” in Contribution Agreement.

The definition of “Final Date” in Section 10.1 of the Contribution Agreement, is hereby deleted, amended and replaced in its entirety with the following quoted language: “As used herein, the ‘Final Date’ shall be February 14, 2017.”

All references to the Final Date in the Contribution Agreement (including all Schedules, Annexes Exhibits thereto), and all Ancillary Documents shall refer to the definition of “Final Date” as amended herein.

5. Modification of Contributor Share Transfer Document Language and Addition of Earn-Out Share Split Adjustment Language.

Section 9.2(e)(iii) (Delivery of iOra Stock Certificates) of the Contribution Agreement is hereby deleted, amended and replaced in its entirety with the following quoted language:

“Delivery of iOra Stock Transfer Documents. Contributors will each have delivered to Pubco an electronic copy of a stock transfer form duly executed for transfer by the respective Contributors, as applicable.”

The following quoted sentence is hereby added to the end of Section 2.3 of the Contribution Agreement:

“For the avoidance of doubt, all share numbers and per share amounts shall be appropriately and equitably adjusted to reflect splits, reverse splits, conversions, dividends payable in shares of Pubco’s securities and corporate reorganizations which occur on or after the Closing.”

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6. Increase in Voting Agreement duration to two years.

Section 9.2(e)(viii) is hereby is hereby deleted, amended and replaced in its entirety with the following quoted language:

“Majority Shareholder Voting Agreement. The Contributors, shall each have executed and delivered a voting agreement (the “Majority Shareholder Voting Agreement”), in a form mutually agreed upon by the Parties, which shall provide that, for a period ending on the earlier of (1) the two year anniversary of effective date of the Majority Shareholder Voting Agreement; and (2) the date on which any of the Company’s securities are listed on a national securities exchange, the parties thereto will agree to vote in favor of the designee of the Pubco Majority Stockholder, Mark Thompson and Mike Fasci to the Board of Directors of Pubco.”

7. Amendment to Definitions of EBITDA and 2017 iOra EBITDA.

(a) The definition of “EBITDA” in Exhibit A to the Contribution Agreement is hereby deleted, amended and replaced in its entirety with the following quoted language:

“2017 iOra EBITDA” means the EBITDA (as defined below) based upon Pubco’s Form 10-K annual report for Pubco’s fiscal year ending December 31, 2017; provided that such EBITDA shall be adjusted to exclude, without duplication, each of the following, whether incurred before or after the Closing and regardless of whether or not paid: (a) any Indebtedness, Liabilities or financial performance of Pubco and all costs and expenses incurred by Pubco related to time periods on or prior to the Closing, (b) all costs and expenses incurred in connection with the audit process, preparation, review and finalization of Pubco’s 2016 audit or the Pubco SEC Reports and related financial statements for Pubco’s 2016 fiscal year, and (c) all Transaction Expenses. For the avoidance of doubt, the 2017 iOra EBITDA shall be increased by the total amount of all costs, expenses, Indebtedness and Liabilities described in the items (a), (b), and (c) above, including, without limitation, for purposes of the Final Earn-Out Statement and Final Earn-Out Determination, if such amounts are included in Pubco’s audited financial statements for the year ended December 31, 2017.

Except as set forth above in this definition of 2017 iOra EBITDA or in the definition of Transaction Expenses, no additional non-cash items or non-cash addbacks may be applied to this definition of 2017 iOra EBITDA, including but not limited to stock based compensation and intercompany add-backs from iOra’s predecessor company.”

(b) The definition of “EBITDA” in Exhibit A to the Contribution Agreement is hereby deleted, amended and replaced in its entirety with the following quoted language:

“‘EBITDA’ means net income plus interest expense, taxes, depreciation and amortization.”

(c) All references to “2017 EBITDA” in the Contribution Agreement and any Ancillary Documents are hereby amended, modified, replaced with and deemed to refer to “2017 iOra EBITDA”.

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8. Amendment to Definition of Transaction Expenses.

The definition of “Transaction Expenses” in Exhibit A to the Contribution Agreement is hereby deleted, amended and replaced in its entirety with the following quoted language:

“Transaction Expenses” means all fees, costs and expenses of any of iOra, Pubco, any Subsidiary of iOra or Pubco, any shareholders of iOra or Pubco, or any Affiliates of iOra or Pubco, regardless of when incurred and whether or not paid, related to (i) the consummation of the transactions contemplated by this Agreement and/or the Private Placement, including, without limitation, any amounts paid or payable in shares or other securities of iOra or Pubco and any amounts paid or payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of any of iOra, Pubco, any Subsidiary of iOra or Pubco, any shareholders of iOra or Pubco, or any Affiliates of iOra or Pubco in connection with the Transactions and/or the Private Placement; (ii) any Transfer Taxes in connection with the consummation of the transactions contemplated by this Agreement and/or the Private Placement.”

9. Section 7.2 marked as “Reserved”.

Between Sections 7.1 and 7.3 of the Contribution Agreement, the following quoted language is hereby added in between Sections 7.1 and 7.3 of the Contribution Agreement.

“7.2. [Reserved].”

10. Timing of $75,000 Cash Payment and Related Matters.

(a) The Parties agree that notwithstanding Sections 1.1 and 9.2(e)(iv) of the Contribution Agreement and any related references to the Cash Payment in the Contribution Agreement or any Ancillary Documents, the Parties hereby agree that the date by which the Contributors are obligated to make the Cash Payment to Pubco is hereby extended for a period of fourteen (14) calendar days after the Closing on the Contribution Agreement (the “Outside Payment Date”). At Closing, Pubco will issue a promissory note (the “Note”) in the aggregate principal amount of $75,000 to BTHC X, Inc. in the form attached hereto as Exhibit A. Pubco shall promptly disburse the funds to repay in full the outstanding liabilities of Pubco as of the Closing Date for which the Pubco Representative has provided the Contributor Representative with appropriate wire instructions and one or more payoff letters stating that payment of such Cash Payment will fully satisfy and release Pubco from all remaining Indebtedness and Liabilities of Pubco as of the date such Cash Payment is made, and that Pubco shall have no remaining accruals, Indebtedness or Liabilities as of such date (the “Payoff and Release Documents”).

(b) In the event that the Notes are not repaid and such funds disbursed to repay in full the outstanding liabilities of Pubco as of the Closing Date for which the Pubco Representative has provided the Contributor Representative with the Payoff and Release Documents at least seven days prior to the Outside Payment Date, the dollar amount of each 2017 EBITDA Threshold shall be increased by $200,000 for each fourteen (14) calendar day period that the Note remains unpaid, beginning on the Outside Payment Date. For example, in the event that the Note remains unpaid after the twenty eighth (28) day after the Closing, then the dollar thresholds for Section 2.1(b) of the Contribution Agreement would be $3,300,000.01 and $3,400,000, respectively. For the avoidance of doubt, neither Pubco, either of the Contributors, Stocksfield nor the Contributor Representative will have any liability for nonpayment of the Cash Payment if the Pubco Representative has not provided the Contributor Representative with the Payoff and Release Documents at least seven days prior to the Outside Payment Date.

4

(c) In the event that the Notes are not repaid and such funds disbursed to repay in full the outstanding liabilities of Pubco as of the Closing Date by or on the fortieth (40^th) day after the Closing (the “Unwind Date”), then, on the day after the Unwind Date, the Pubco Representative shall have the right, in his sole discretion, upon notice to the Contributor Representative (the “Unwind Notice”), to unwind the transactions contemplated by the Contribution Agreement; provided that Pubco Representative shall not have any such right if the Pubco Representative has not provided the Contributor Representative with the Payoff and Release Documents at least seven days prior to the Outside Payment Date. The unwinding transaction shall close no later than five (5) business days after the Unwind Notice is given. In connection with unwinding the transactions:

(i).	The Contributors will return any securities of Pubco owned by them or any of their respective affiliates to Pubco.
(ii).	The Contributors shall cause all of the officers and directors of Pubco other than the Pubco Representative to resign from their positions with Pubco.
(iii).	Pubco will return any securities of iOra owned by it and all confidential information of iOra, Stocksfield or Lexalytics held by it or the Pubco Representative, the Pubco Majority Shareholder or the Sponsor or any of their respective Representatives, to the Contributors.
(iv).	Stocksfield will pay Pubco for all of the reasonable expenses related to unwinding the transaction, including reasonable attorney’s fees and expenses.
(v).	Pubco shall cause the securities owned or held by the Trustee under the Voting Trust Agreement to be cancelled.
(vi).	Pubco, the Pubco Representative, the Sponsor and the Pubco Majority Shareholder shall maintain the confidentiality of and shall not disclose to any other Person (and shall cause their respective Representatives to maintain the confidentiality of and not to disclose), all of the information received by any such Person relating to iOra, Stocksfield and/or Lexalytics, unless such information is or becomes generally available to the public through no fault of Pubco the Pubco Representative, the Sponsor and the Pubco Majority Shareholder or any of their respective Representatives, or unless such information is required to be disclosed by applicable Law and Pubco has given iOra, Stocksfield and Lexalytics prompt prior notice thereof and an opportunity challenge the disclosure and the need for the disclosure.

(d) The Parties agree that timing for delivery of the following items by the following Parties is hereby extended as follows:

The deliveries to be made by Pubco and the Pubco Majority Shareholder as set forth in Section 9.3(f)(viii) (related to the Pubco Closing Balance Sheet”) and Section 9.3(f)(x)(A) (related to pay-off letters and releases) are hereby waived as conditions to Closing; provided that the Sponsor and the Pubco Majority Shareholder shall cause all such items to be delivered to the Contributors at the time that the Cash Payment is paid.

(e) Until such time as the Note is repaid in full, except in the ordinary course of business, neither Pubco nor any of its subsidiaries shall incur, create, assume, prepay or otherwise become liable for any new Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person.

5

11. D&O Insurance Policy.

Notwithstanding Section 9.2(d) of the Contribution Agreement, the Parties hereby agree that iOra has presented to Pubco, the Pubco Representative, the Pubco Majority Shareholder and the Sponsor, a commercially reasonable directors and officers insurance policy capable of applying to and covering Pubco and its directors and officers as required by Section 9.2(d), and as such, the requirements of Section 9.2(d) are hereby deemed satisfied and waived in their entirety by all Parties. The Parties agree to cooperate with one another in good faith and use commercially reasonable efforts after the Closing to obtain a directors and officers’ insurance policy covering the directors and officers of Pubco and containing commercially reasonable terms mutually agreed upon by the Parties within 14-days.

12. Disclosures Regarding Liens and Consents.

(a) The Parties hereby agree to the following quoted statements and agree that they shall be exceptions to the Contributors’ obligations under Section 1.1 and added to Schedules 3.1, 3.3, 4.3 and 4.11 of the iOra Disclosure Schedules and each place in which those Schedules are referenced:

“Bibby Financial Services Limited (“Bibby”), Coutts Bank (“Coutts”), and HNW Lending Limited (“HNW”) each has a Lien and debenture on shares of iOra held by Stocksfield and a Lien and debenture on the assets of iOra (collectively, the “Creditor Liens”). Coutts and HNW have delivered consents and releases to iOra, releasing their security interest on and permitting the transfer of the iOra Shares held by Stocksfield to Pubco pursuant to the Contribution Agreement. Bibby has delivered to iOra and Stocksfield a letter consenting to the entry by Stocksfield and iOra into the Contribution Agreement and the Private Placement, but Bibby has not released its security interest on any iOra shares or assets of iOra, and Bibby has given written notice to iOra and Stocksfield that they are in breach of their obligations to Bibby.”

“The Parties hereby acknowledge and agree that notwithstanding Sections 1.1, 3.1 and 3.3 of the Contribution Agreement and any other provision of the Contribution Agreement or the Ancillary documents indicating that the iOra Shares or assets are or will as of Closing be free and clear of all Liens, the Parties hereby waive all claims relating to Creditor Liens that Bibby may have, other than indemnification claims for liability actually incurred based on Section 12(f) below, and Parties hereby waive all conditions to Closing related to Creditor Liens that Bibby may have based on the Transactions.”

(b) The following quoted language is hereby added to Schedules 4.12 and 4.13 of the iOra Disclosure Schedules:

“Bibby has sent written notice to Stocksfield and iOra stating that they are in breach of their obligations owed to Bibby pursuant to the financing arrangements between Bibby, Stocksfield and iOra.”

(c) Schedule 4.10 of the iOra Disclosure Schedules is hereby modified to add the following quoted language:

“8. iOra has made a payment of approximately £175,000 GBP to Bibby Discount Invoicing Limited, in partial payment of the debt owed by iOra to Bibby Discount Invoicing Limited.”

6

(d) Annex 4.6 to the iOra Disclosure Schedules references an amount owed to “Bibby Financial Services” in the amount of £339,926.04 GBP. Due to the £175,000 GBP payment referenced in Section 12(a) above, the Parties hereby agree that such reference to £339,926.04 GBP is hereby amended, modified and reduced to approximately £200,000 GBP, and that all other references to such £339,926.04 GBP amount and all references to the equivalent amount in U.S. Dollars, whether in Annex 4.6, the iOra Disclosure Schedules or any Ancillary Documents, are hereby appropriately modified to reflect such payment and corresponding reduction.

(e) In the event that, by the Unwind Date, Bibby does not release its security interest in the iOra Shares, then, on the day after the Unwind Date, the Pubco Representative shall have the right, in his sole discretion, by providing an Unwind Notice to the Contributor Representative, to unwind the transactions contemplated by the Contribution Agreement. The unwinding transaction shall close no later than five (5) business days after the Unwind Notice is given. In connection with unwinding the transactions:

(i).	The Contributors will return any securities of Pubco owned by them or any of their respective affiliates to Pubco.
(ii).	The Contributors shall cause all of the officers and directors of Pubco other than the Pubco Representative to resign from their positions with Pubco.
(iii).	Pubco will return any securities of iOra owned by it and all confidential information of iOra, Stocksfield or Lexalytics held by it or the Pubco Representative, the Pubco Majority Shareholder or the Sponsor or any of their respective Representatives, to the Contributors.
(iv).	Stocksfield will pay Pubco for all reasonable of the expenses related to unwinding the transaction, including reasonable attorney’s fees and expenses.
(v).	Pubco shall cause the securities owned or held by the Trustee under the Voting Trust Agreement to be cancelled.
(vi).	Pubco, the Pubco Representative, the Sponsor and the Pubco Majority Shareholder shall maintain the confidentiality of and shall not disclose to any other Person (and shall cause their respective Representatives to maintain the confidentiality of and not to disclose), all of the information received by any such Person relating to iOra, Stocksfield and/or Lexalytics, unless such information is or becomes generally available to the public through no fault of Pubco the Pubco Representative, the Sponsor and the Pubco Majority Shareholder or any of their respective Representatives, or unless such information is required to be disclosed by applicable Law and Pubco has given iOra, Stocksfield and Lexalytics prompt prior notice thereof and an opportunity challenge the disclosure and the need for the disclosure.

(f) Stocksfield shall indemnify, defend and hold harmless Pubco and the Pubco Majority Shareholder and any successor or assign thereof from and against, and pay or reimburse such Persons, for any and all Losses suffered or incurred by, or imposed upon, any such Person arising in whole or in part out of or resulting directly or indirectly from a third-party claim based upon or related to the items disclosed in Sections 12(a) and 12(b) of this Letter Agreement.

13. Replacement of “Independent Auditor” with “Independent Expert”.

(a) The sentence in Section 2.3 of the Contribution Agreement which currently reads

“If at the conclusion of such twenty (20) day period, the Pubco Representative and Contributor Representative have not reached an agreement on any objections with respect to the Earn-Out Statement, then upon request of either Party, the Parties will refer the issue to the Independent Auditor.”

7

Is hereby deleted and replaced with the following quoted sentence:

“If at the conclusion of such twenty (20) day period, the Pubco Representative and Contributor Representative have not reached an agreement on any objections with respect to the Earn-Out Statement, then upon request of either of the Pubco Representative or the Contributor Representative to the other, the Parties will refer the issue to an Independent Expert.”

(b) The Parties hereby agree that the definition of “Independent Auditor” set forth in the Contribution Agreement is hereby deleted and replaced in its entirety with the following quoted definition of “Independent Expert”, and that all references to the “Independent Auditor” in the Contribution Agreement and all Ancillary Documents are hereby modified, replaced with and deemed to refer to the “Independent Expert”.

“ ‘Independent Expert’ means an independent (i.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm registered with the PCAOB and among the top 15 largest accounting firms in the United States, appointed by mutual agreement of the Pubco Representative and the Contributor Representative, acting reasonably and in good faith, within 20 days after either the Contributor Representative or the Pubco Representative makes a request to the other to have the issue in question referred to the Independent Expert; provided, that if the Independent Expert does not accept its appointment or if the Pubco Representative and Contributor Representative cannot agree on the Independent Expert, in either case within such twenty (20) day period, either the Pubco Representative or the Contributor Representative may require, by written notice to the other, that the Independent Expert be selected by the New York City Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association. The parties agree that the Independent Expert will be deemed to be independent even though a party or its Affiliates may, in the future, designate the Independent Expert to resolve disputes of the types covered by Sections 2.2 and 2.3.”

Except as expressly provided in this Letter Agreement, all of the terms and provisions of the Contribution Agreement and the Ancillary Documents are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Letter Agreement shall be governed by and construed under the laws of the State of New York without giving effect to any conflict of law provisions. Except as expressly set forth herein, this Letter Agreement will be interpreted and construed in a manner consistent with the Contribution Agreement. This Letter Agreement, together with the Contribution Agreement and the other Ancillary Documents, constitutes the entire understanding of the Parties with respect to its subject matter hereof and supersedes any prior oral or written communication or understanding with respect thereto. This Letter Agreement may be executed in any number of counterparts, including by transfer of originally signed documents by facsimile, pdf or other electronic document transmission, each of which shall be treated as an original signature and as part of the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

8

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

iOra:

iOra Software Limited

By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	President, CEO and Director acting by a director in the presence of:

[SIGNATURE OF WITNESS]

[NAME OF WITNESS]

[ADDRESS OF WITNESS]

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor:

Stocksfield Limited

By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director acting by a director in the presence of:

[SIGNATURE OF WITNESS]

[NAME OF WITNESS]

[ADDRESS OF WITNESS]

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor:

lexalytics, inc.

By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor Representative:

MARK THOMPSON

in his capacity as the Pubco Representative hereunder:

By:	/s/ Mark Thompson
Name:	Mark Thompson as Contributor Representative

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco:

bthc x, inc.

By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	President, CEO and Sole Director

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco Representative:

George Syllantavos

in his capacity as the Pubco Representative hereunder:

By:	/s/ George Syllantavos
Name:	George Syllantavos as Pubco Representative

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Sponsor:

George Syllantavos

individually

/s/ George Syllantavos

George Syllantavos

individually

[Signature page to Letter Amendment to Contribution Agreement]

IN WITNESS WHEREOF, the Parties have caused this Letter Agreement amending the Contribution Agreement and Ancillary Documents, to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco Majority Shareholder:

Ramada Holdings, Inc.

By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	President, CEO and Sole Director

[Signature page to Letter Amendment to Contribution Agreement]

EX-3.3

Exhibit 3.3

BTHC X, INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to Section 242 of the

Delaware General Corporation Law

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:

That pursuant to the authority vested in the Board of Directors of the Corporation (the “Board of Directors”) in accordance with the provisions of the Certificate of Incorporation of the Corporation (as it may be amended, the “Certificate of Incorporation”) and Section 141(f) of the DGCL, the Board of Directors of the Corporation duly adopted resolutions on December 29, 2016 creating a series of 10,000,000 shares of preferred stock of the Corporation, designated as “Series A Convertible Preferred Stock,” and authorizing the directors and officers of the Corporation to execute and file this Certificate of Designation of Series A Convertible Preferred Stock of the Corporation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware.

The designation and number of shares of the Series A Convertible Preferred Stock, and the voting and other powers, preferences and other rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows: 

TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK

Section 1.      Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock" means the Corporation’s common stock, par value $0.001 per share, and stock of any other class into which such shares may hereafter have been reclassified or changed.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Issuance Date” means the initial issuance date of the Series A Convertible Preferred Stock.

“Person” means a corporation, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

“Securities Act” means the Securities Act of 1933, as amended.

Section 2.       Designation and Amount; and Rank.

a)        Designation and Amount.  The series of preferred stock shall be designated as its Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) and the number of shares so designated shall be ten million (10,000,000) shares (which shall not be subject to increase without the consent of a majority of the holders of the Series A Convertible Preferred Stock (each, a “Holder” and collectively, the “Holders”).

b)        Rank.  All shares of the Series A Convertible Preferred Stock shall rank (i) senior to the Common Stock and any class or series of capital stock of the Corporation hereafter created and not specifically ranking, by its terms, on par with, or senior to, the Series A Convertible Preferred Stock, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Convertible Preferred Stock, provided that a majority of the Holders have consented to the creation of such class or series of capital stock, including the pari passu ranking of such class or series of capital stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Convertible Preferred Stock, provided that a majority of the Holders have consented to the creation of such class or series of capital stock, including the senior ranking of such class or series of capital stock, in each case as to distribution of assets at any time, including but not limited to upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. No other class or series of capital stock of the Corporation, other than the Common Stock, may provide voting rights to the holders thereof, unless a majority of the Holders have consented to the creation of such class or series of capital stock, including the voting rights of such class or series of capital stock.

Section 3.      Voting Rights. The Holder of each share of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Stock could be converted for purposes of determining the shares entitled to vote at any regular, annual or special meeting of stockholders of the Corporation, and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class), and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall vote with the Common Stock, on an as converted basis. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Convertible Preferred Stock held by each Holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

Section 4.        Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus, for each share of Series A Convertible Preferred Stock, an amount equal to the amount that such share of Series A Convertible Preferred Stock would be entitled to if it was converted into Common Stock immediately prior to such Liquidation (the “Liquidation Preference”) before any distribution or payment shall be made to the holders of any other class or series of stock of the Corporation that ranks junior to the Series A Convertible Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be distributed among the Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record Holder and the Holders shall be entitled to convert their shares of Series A Convertible Preferred Stock into Common Stock pursuant to Section 5 hereof at any time prior to the consummation of a Liquidation.

Section 5.       Conversion.

a)        Mandatory Conversion. At such time as the Corporation files an amendment (“Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware effecting an increase in the authorized shares of the Common Stock to 450,000,000 (the “Increased Authorization”), then upon the filing and acceptance of the Amendment, whether by amendment or restatement, the applicable portion of the outstanding shares of Series A Convertible Preferred Stock will immediately and automatically convert into shares of Common Stock without any notice or action required on the part of the Corporation or the Holder (each a “Mandatory Conversion”). At the consummation of a Mandatory Conversion, the Holders of Series A Convertible Preferred Stock will be entitled to receive Common Stock at the conversion rate of 41.129815535 shares of fully paid and non-assessable Common Stock for each share of Series A Convertible Preferred Stock (“Conversion Rate”), subject to adjustment as provided below. Notwithstanding the foregoing, fractional shares will not be permitted and any fractional shares resulting from the above formula (after aggregating all shares into which shares of Series A Convertible Preferred Stock held by each Holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

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b)        Obligation; Penalty. The Corporation agrees that it shall in good faith, at such time as determined by the Board of Directors, take any and all such corporate action as may, in the opinion of its counsel, be necessary to effect the Increased Authorization, and to expeditiously effect the conversion of all outstanding shares of the Series A Convertible Preferred Stock to shares of Common Stock, including, without limitation, using its reasonable best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation to achieve the foregoing.

c)       Conversion Procedure. The Corporation shall use commercially reasonable efforts to issue or cause its transfer agent to issue the Common Stock issuable upon a Mandatory Conversion as soon as practicable after such Mandatory Conversion. The Corporation shall bear the cost associated with the issuance of the Common Stock issuable upon a Mandatory Conversion. The Common Stock issuable upon a Mandatory Conversion shall be issued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock issuable upon a Mandatory Conversion shall be issued in the same name as the Holder of the Series A Convertible Preferred Stock unless, in the opinion of counsel to the Corporation, a change of name and such transfer can be made in compliance with applicable securities laws. The person in whose name the certificates of Common Stock are so recorded and other securities issuable upon a Mandatory Conversion shall be treated as a common stockholder of the Corporation at the close of business on the date of such Mandatory Conversion. The certificates representing the Series A Convertible Preferred Stock converted in a Mandatory Conversion shall be automatically cancelled, on the date of such Mandatory Conversion. 

d)       Transfer Taxes.   The issuance of certificates for shares of  Common Stock upon conversion of the Series A Convertible Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series A Convertible Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(e)       Notwithstanding anything else herein to the contrary, the provisions of Section 5(a) and 5(c) may not be amended without the approval of all of the outstanding shares of Series A Convertible Preferred Stock,

Section 6.       Certain Adjustments.

a)        Stock Dividends and Stock Splits.  If the Corporation, at any time while the Series A Convertible Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to this Series A Convertible Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Holders shall receive, upon conversion, the number of shares of Common Stock such Holder would have been entitled to receive assuming such Holder converted such Series A Convertible Preferred Stock immediately prior to the applicable event.  Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 

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b)        Pro Rata Distributions. If the Corporation, at any time while Series A Convertible Preferred Stock is outstanding, shall distribute to all holders of Common Stock (and not to Holders) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case, the Holders shall receive, upon conversion, the number of shares of Common Stock or other property such Holder would have been entitled to receive assuming such Holder converted such Series A Convertible Preferred Stock immediately prior to the applicable event. The adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

c)        Calculations.   All calculations under this Section shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the description of any such shares of Common Stock shall be considered on issue or sale of Common Stock.  For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

d)        Notice to Holders; Adjustment to Conversion Price.  Whenever the Conversion Price is adjusted pursuant to this Section 6 or Section 5(b), the Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 
Section 7.       Miscellaneous.

a)       Notices.  Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall  be  in  writing  and  delivered  personally,  by  facsimile,  by electronic mail (email) or sent  by  a nationally recognized overnight courier service, addressed to the Corporation.  Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, electronic mail (email), or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number, electronic mail (email) address or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone number, electronic mail (email) address, or address appears, at the principal place of business of the Holder.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified, or electronic mail (email) at the electronic mail (email) address specified prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified or electronic mail (email) at the electronic mail (email) address specified later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given

b)        Lost or Mutilated Series A Convertible Preferred Stock Certificate.   If a Holder’s Series A Convertible Preferred Stock  certificate shall  be  mutilated,  lost,  stolen  or  destroyed,  the  Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series A Convertible Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

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c)       Transfer and Assignment.  The rights of each Holder hereunder shall be automatically assignable by each Holder to any Person (other than a known competitor of the Corporation) of all or a portion of the Series A Convertible Preferred Stock if: (i) the Holder agrees in writing with the transferee  or  assignee  to  assign  such  rights,  and  a  copy  of  such agreement is furnished to the Corporation within a reasonable time after such assignment, (ii) the Corporation is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and  (b)  the  number  of  shares  of  Preferred  Stock  with  respect  to  which  are  being transferred or assigned, and (iii) following such transfer or assignment the further disposition of such Series A Convertible Preferred Stock is restricted under the Securities Act and applicable state securities laws.  The rights to transfer and assign the Series A Convertible Preferred Stock shall apply to the Holders and their successors and assigns.

d)       Return of Status as Authorized Shares. Upon a Mandatory Conversion or any other extinguishment of the Series A Convertible Preferred Stock, the shares converted or extinguished will be automatically returned to the status of authorized and unissued shares of Preferred Stock, available for future designation and issuance pursuant to the terms of the Certificate of Incorporation.

[signature page follows] 

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IN WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate and does affirm the foregoing as true this 8^th day of February, 2017. 

BTHC X, INC.
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, pursuant to the Contribution Agreement dated as of December 31, 2016 (as amended, the “Contribution Agreement”) by and among the Company, George Syllantavos, in his capacity as the representative (the “Pubco Representative”) and individually as the “Sponsor”, Ramada Holdings, Inc. (the “Pubco Majority Shareholder”), iOra Software Limited (“iOra”), Stocksfield Limited (“Stocksfield”), Lexalytics, Inc. (“Lex”), and Mark Thompson, in his capacity as the representative of the Contributors (the “Contributor Representative”), the Company agreed to enter into this agreement with certain Investors.

NOW, THEREFORE, in consideration of the mutual promises and covenants and agreements set forth herein, the Company and the Investors hereby agree as follows:

AGREEMENT

1.           Registration Rights.

1.1       Definitions. For purposes of this Section 1:

(a)       Common Stock. “Common Stock” means the Company’s common stock, par value $0.001 per share, and stock of any other class into which such shares may hereafter have been reclassified or changed.

(b)       Holder. For purposes of this Section 1 and Section 2 hereof, the term “Holder” or “Holders” means any person or persons owning of record Registrable Securities and any permitted transferee of record of such Registrable Securities pursuant to this Agreement and the Lock-Up Agreement (defined below); provided, however, that for purposes of this Agreement, a record holder of any securities convertible or exercisable into such Registrable Securities shall be deemed to be the Holder of such Registrable Securities.

(c)       Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement by the SEC (as defined below).

(d)       Registrable Securities. Subject to Section 1.2 below including the subsections thereof, the term “Registrable Securities” means: (i) any and all shares of Common Stock (including shares of Common Stock underlying securities exercisable for or convertible into Common Stock) beneficially owned by the person signatory hereto on the date hereof (collectively, the “Securities”), (ii) any securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange for or in replacement of, the Securities, provided, that any of the foregoing securities shall cease to be Registrable Securities upon the earliest to occur of the following: (A) such securities are sold pursuant to an effective Registration Statement; (B) such securities are sold pursuant to Rule 144 or any similar provision then in force under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); (C) such securities are eligible for sale under Rule 144 without current public information requirements and without volume or manner of sale restrictions; or (D) when such securities shall cease to be outstanding.

(e)       Registration Statement. The term “Registration Statement” shall mean any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

(f)       Securities Act. The term “Securities Act” means the Securities Act of 1933, as amended.

(g)       SEC. The term “SEC” means the United States Securities and Exchange Commission.

1.2       Piggyback Registrations. Subject to subsections (a) and (b) below, the Company shall Notify all Holders of Registrable Securities in writing (the “Registration Statement Notice”) at least twenty (20) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (i) Form S-8 or any employee benefit plan, or (ii) a corporate reorganization, merger or acquisition, (iii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company, or (v) for a dividend reinvestment plan. The failure of the Company to give any such Registration Statement Notice shall not invalidate the Registration Statement. If, within five (5) calendar days after the Registration Statement Notice is given, a Holder provides written notice to the Company of its wish to include such Registrable Securities (in the amount set forth in such notice) in such Registration Statement, the Company will afford each such Holder an opportunity to include such Registrable Securities in the Registration Statement (a “Piggy Back Registration”). If a Holder decides not to include all of its Registrable Securities in any registration statement filed by the Company, such Holder shall not have any right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities.

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(a)       Underwriting. If a registration statement under which the Company gives a Registration Statement Notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the maximum dollar amount or maximum number of shares to be underwritten ((such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) first, to any person that exercised demand registration rights in connection with such registration, (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), to the Company, and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), to all holders of Company securities having piggyback registration rights (including Holders of Registrable Securities) requesting inclusion of their securities in such registration statement on a pro rata basis based on the total number of securities for which registration was requested. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from such registration.

(b)       Company Termination of Registration. The Company reserves the right to terminate any registration under this Section 1.2 at any time and for any reason without liability to any Holder.

1.3       Expenses. All expenses incurred in connection with each registration, including without limitation all registration and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees (but excluding underwriters’ discounts and commissions and fees and expenses for counsel to the Holders), shall be borne by the Company. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the Holders thereof, which underwriting discounts or selling commissions shall be borne by such Holders.

1.4       Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a)       Use commercially reasonable efforts to provide copies to and permit counsel designated by the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) calendar days prior to their filing with the SEC;

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(b)       furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(c)       use its best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdictions;

(d)       in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed that, as a condition to the Company’s obligations under this clause (d), each Holder participating in such underwriting public offering shall also enter into and perform its obligations under such an agreement);

(e)       as soon as reasonably practicable (but within at least one business day) notify each Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(f)       use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed.

1.5       Furnish Information. The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law or the SEC to be disclosed in such Registration Statement, prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.

1.6       Indemnification. In the event any Registrable Securities are included in a registration statement under Section 1.22 hereof:

(a)       By the Company. The Company will indemnify and hold harmless each Holder and its partners, officers and directors, employees and agents, successors and assigns and each other person, if any, who controls such Holder within the meaning of the Securities Act of, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act or the Exchange Act or other federal or state securities law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(i)       any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

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(ii)       the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii)      any violation or alleged violation by the Company of the Securities Act or the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act or the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(a) shall not apply to (1) amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder specifically for inclusion in such Registration Statement or prospectus or amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 1.4(e), the use by such Holder of an outdated or defective prospectus in such Registration Statement after the Company has notified such Holder in writing that the prospectus is outdated or defective and prior to the receipt by such Holder of an advice or an amended or supplemented prospectus, but only if and to the extent that following the receipt of the advice or the amended or supplemented prospectus the misstatement or omission giving rise to such loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)       By Selling Holders. Each selling Holder, severally but not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder in writing specifically for inclusion in such Registration Statement or preliminary, final or summary prospectus or amendment or supplement thereto, or occurs because a Holder did not deliver a prospectus or the latest prospectus or any amendment or supplement thereto; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by a Holder under this subsection 1.6(b) in respect of any Violation shall not exceed the net proceeds received by such Holder from the sale of the Registrable Securities included in the Registration Statement of which such Violation arises.

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(c)       Notice. Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if (1) the indemnifying party has agreed in writing to pay such fees and expenses; and (2) the indemnifying party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding; or (3) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.6.

(d)       Contribution. If the indemnification provided for in this Section 1.66 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits to such parties and fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds received by such Holder from the sale of the Registrable Securities included in the Registration Statement relating to which such Violation arises.

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(e)       Survival. The obligations of the Company and Holders under this Section 1.6 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

1.7       Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock, the Company agrees to use commercially reasonable efforts to:

(a)       make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; and

(b)       file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

2.           General Provisions.

2.1       Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, email or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by email or facsimile (upon electronic or other confirmation of receipt for notice by email or facsimile); provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following delivery of such notice to a reputable air courier service with an order for next-day delivery.

(i) if to an Investor, as set forth below Investor’s name on the signature page of this Agreement; and

(ii) if to the Company, to the address set forth below:

  BTHC X, Inc. FAO: Mark Thompson First Floor 1-3 Chapel Street Guildford GU1 3UH United Kingdom Email: mark.thompson@stocksfield.com with a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Sarah Williams, Esq. Email: Swilliams@egsllp.com Fax: (212) 370-7889

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Any party hereto (and such party’s permitted assigns) may by notice so given change its address for future notices hereunder. Notice shall be deemed conclusively given when personally delivered or sent in the manner set forth above.

2.2       Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and each of the Investors beneficially owning Registrable Securities.

2.3       Entire Agreement. This Agreement, together with all the exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

2.4       Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of New York, excluding that body of law relating to conflict of laws and choice of law that would result in the application of the substantive law of another jurisdiction.

2.5       Jurisdiction; Service; Waivers. ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT IN A COURT OF RECORD OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK. THE PARTIES TO THIS AGREEMENT HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE OF NEW YORK, AND SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO THIS AGREEMENT BY MAILING A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE GIVING OF NOTICES UNDER THIS AGREEMENT. BY ACCEPTANCE HEREOF, THE PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.

2.6       Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

8

2.7       Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

2.8       Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

2.9       Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.

2.10     Counterparts. This Agreement may be executed in two or more counterparts, including by electronic signature and by electronic delivery thereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.11     Adjustments for Stock Splits and Certain Other Changes. Wherever in this Agreement there is a reference to a specific number of shares of Common Stock, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

2.12     Aggregation of Stock. All shares deemed to be “beneficially owned” (as such term is defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any entity or person, shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

9

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date and year first above written.

BTHC X, INC.
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	Chief Executive Officer

10

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Michael Rabinowitz 

[Print Name of Investor]

/s/ Michael Rabinowitz 

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

11

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Lawrence Glassberg

[Print Name of Investor]

/s/ Lawrence Glassberg

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

12

Ramada Holdimgs, Inc.
[Print Name of Investor]
By:	/s/ George Syllantavos
	George Syllantavos
	President, CEO, Director
	[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

13

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Edward Rose

[Print Name of Investor]

/s/ Edward Rose

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

14

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

James Siegel

[Print Name of Investor]

/s/ James Siegel

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

15

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Timothy Murphy

[Print Name of Investor]

/s/ Timothy Murphy

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

16

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Christopher Fiore

[Print Name of Investor]

/s/ Christopher Fiore

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

17

OMNIBUS INVESTOR SIGNATURE PAGE TO

BTHC X, INC.

REGISTRATION RIGHTS AGREEMENT

Clifford Telller

[Print Name of Investor]

/s/ Clifford Telller

[Signature]

Name: 

Title:

Mailing Address:	Telephone No.:
	Facsimile No:
	Email Address:
	Taxpayer ID Number:
(City, State and Zip)

Securities Owned:

Counterpart Signature Page to Registration Rights Agreement

EX-10.2

Exhibit 10.2

LOCK-UP AGREEMENT

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.

Recitals

A.        As of December 31, 2016, (i) the Company, (ii) Pubco Representative, (iii) George Syllantavos in his individual capacity (the “Sponsor”), (iv) 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 (the “Pubco Majority Shareholder”), (v) iOra Software Limited, a company formed under the laws of England and Wales (“iOra”), (vi) Stocksfield Limited, a company formed under the laws of England and Wales (“Stocksfield”) (vii) Lexalytics, Inc., a Massachusetts corporation (“Lex”, and together with Stocksfield, the “Contributors”), and (viii) Mark Thompson, in his capacity as the Contributor Representative, entered into that certain Contribution Agreement (as amended from time to time in accordance with the terms thereof, the “Contribution Agreement”);

B.       Pursuant to the Contribution Agreement, and in view of the valuable consideration to be received by Holder thereunder, Company and Holder desire to enter into this Agreement, pursuant to which the Pubco Convertible Preferred Shares held by Holder (together with all securities into which all such Pubco Convertible Preferred Shares are converted, split, reverse split, or exchanged, and together with any securities paid as dividends or distributions with respect to such securities, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

 Accordingly, in consideration of the premises set forth above, the parties agree as follows:

1.           Lock-Up Provisions.

(a)       Holder hereby agrees not to, during the period commencing from the Closing and, ending on the earliest of (i) the one (1) year anniversary of the date of the Closing, or (ii) the date on which any of the Company’s securities are listed on a national securities exchange (the “Lock-Up Period”): (1) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (3) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (1), (2), or (3) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (1), (2), or (3), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder; provided, however, that in any of cases (A), (B) or (C), it shall be a condition to such transfer that the transferee executes and delivers to the Company and the Contributor Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, or (3) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.

(b)       Notwithstanding the foregoing, Holder may during the Lock-Up Period pledge or otherwise encumber its Restricted Securities to a third party as a guarantee to secure borrowings made by such third party to the Company or any of its Subsidiaries.

(c)       If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.

2.           Miscellaneous.

(a)       Termination of Contribution Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Contribution Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

(b)       Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred or delegated by Holder at any time. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of any other party.

(c)       Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

(d)       Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address referenced in Section 2(f).

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(e)       WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f)       Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the addresses set forth in the Contribution Agreement or, with respect to the Holder, the address set forth under the Holder’s name on the signature page hereto.

(g)       Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Company, the Pubco Representative and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(h)       Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction, and will be replaced with a suitable and equitable provision that carries out the intent and purpose of such invalid, illegal or unenforceable provision.

(i)       Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages may be inadequate and Company (and the Pubco Representative on behalf of Company) may have not adequate remedy at law, and agrees that irreparable damage would occur. Accordingly, each of Company and the Pubco Representative shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(j)       Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Contribution Agreement or any Ancillary Document.

(k)       Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(l)       Counterparts; Facsimile.  This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

Company:
BTHC	X, Inc.
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	CEO
The Pubco Representative:
George Syllantavos in his capacity as the Pubco Representative
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	CEO

{Holder Signature on the Following Page}

{Signature Page to Lock-Up Agreement}

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

Holder:
Name of Holder:	Ramada Holdings

By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	Director

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

4

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

Holder:
Name of Holder:	Lawrence Glassberg

By:	/s/ Lawrence Glassberg
Name:
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

5

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by: 

Holder:
Name of Holder:	Michael Rabinowitz

By:	/s/ Michael Rabinowitz
Name:
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

6

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

Holder:
Name of Holder:	Clifford Teller

By:	/s/ Clifford Teller
Name:
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

7

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by: 

Holder:
Name of Holder:	Edward Rose

By:	/s/ Edward Rose
Name:	Edward Rose
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

8

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by: 

Holder:
Name of Holder:	Chris Fiore

By:	/s/ Chris Fiore
Name:	Chris Fiore
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

9

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by: 

Holder:
Name of Holder:	James Siegel

By:	/s/ James Siegel
Name:	James Siegel
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

10

IN WITNESS WHEREOF, the parties have caused this Lock-Up Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

Holder:
Name of Holder:	Timothy Murphy

By:	/s/ Timothy Murphy
Name:	Timothy Murphy
Title:

Number and Type of Company Shares and/or Series A Convertible Preferred Shares:

Company Common Shares:___________________________________________________________________________

Company Series A Convertible Preferred Shares:___________________________________________________________

Address for Notice:

Address:______________________________
_____________________________________
_____________________________________
Facsimile No.:__________________________
Telephone No.:_________________________
Email:________________________________

{Signature Page to Lock-Up Agreement}

EX-10.3

Exhibit 10.3

Execution Version

VOTING TRUST AGREEMENT

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 Contribution Agreement.

A. As of December 31, 2016, (i) Pubco, (ii) George Syllantavos in his capacity as the Pubco Representative and in his individual capacity as the “Sponsor”, (iii) the Pubco Majority Shareholder, (iv) iOra Software Limited, a company formed under the laws of England and Wales (“iOra”), (v) Stocksfield, (vi) Lex, and (vii) Mark Thompson, in his capacity as the Contributor Representative, entered into that certain Contribution Agreement (as amended from time to time in accordance with the terms thereof, the “Contribution Agreement”), pursuant to which it is contemplated that upon the Closing, the Contributors will contribute their ordinary shares of iOra and the amount of $75,000 to Pubco, in exchange for 6,323,530 newly issued Pubco Convertible Preferred Shares and the right to receive up to 2,966,531 additional Pubco Convertible Preferred Shares (such additional Pubco Convertible Preferred Shares, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, all as equitably adjusted for stock splits, reverse stock splits, conversions, stock dividends, combinations, recapitalizations and the like after the date of this Agreement, the “Trust Shares”) and all Accrued Dividends and earnings thereon, upon the achievement of certain financial milestones as set forth in the Contribution Agreement. The ratios in which each Contributor is to receive Contribution Consideration is set forth in Exhibit C-1 below (for each Contributor, respectively, a “Contributor Pro Rata Share”);

B. In accordance with the Contribution Agreement, to ensure that the Trust Shares (and earnings thereon) are transferred and delivered to the Contributors to the extent the financial milestones are met as set forth in the Contribution Agreement, or are otherwise transferred and delivered to the pre-Closing shareholders of Pubco (the “Pre-Closing Pubco Shareholders”), the Trust Shares are being deposited into a trust account (the “Trust Account”) by Pubco, to be held by the Trustee as hereinafter provided. The schedule of all Pre-Closing Pubco Shareholders, their mailing addresses and their respective ownership percentages of Pubco prior to the Closing (such percentage for each Pre-Closing Pubco Shareholder, respectively, a “PCPS Pro-Rata Share”), are set forth on Exhibit C-2 below;

C. Pursuant to the Contribution Agreement (i) the Contributor Representative has been designated as each Contributors’ representative and agent to represent all of the Contributors, and to act on their behalf for purposes of this Agreement, and (ii) the Pubco Representative has been exclusively designated to act on behalf of the Pre-Closing Pubco Shareholders to take all necessary actions and make all decisions pursuant to this Agreement; and

D. The Trustee is willing to administer the Trust Shares and the Trust Account under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

Section 1.          Appointment. Pubco, the Contributors, Pubco Representative and Contributor Representative hereby appoint Securities Transfer Corporation as their Trustee and escrow agent for the purposes set forth herein (the “Trustee”), and the Trustee hereby agrees to perform the duties of the Trustee under this Agreement. The services to be rendered by the Trustee under this Agreement will not begin until the Trustee has received the documentation necessary to establish the Trust Account on its books and has received the Trust Shares in accordance with this Agreement.

Section 2.          Issuance and Delivery of Trust Shares. Pursuant to Section 1.2 of the Contribution Agreement, upon the Closing, the Pubco Majority Shareholder has instructed Pubco to authorize the issuance of the Trust Shares to the Trustee. Upon the Closing, the Pubco Majority Shareholder shall cause Pubco to issue, and Pubco shall issue, the Trust Shares to the Trustee, together with stock certificates representing the Trust Shares issued in the name of the Trustee (“Trust Share Certificates”), and shall deposit such certificates with the Trustee, and shall take all other actions necessary or appropriate, or as reasonably requested by the Trustee or the Contributor Representative, to transfer the Trust Shares into the name of the Trustee and to record such transfer on the books and records of Pubco; provided, that Pubco may alternatively have the Trustee account for the Trust Shares in book entry form. Upon its receipt of the Trust Share Certificates for the Trust Shares (or otherwise upon confirming the issuance of the Trust Shares in book entry form), the Trustee shall send a written acknowledgement of its receipt to the Pubco Representative and the Contributor Representative. Each party hereto acknowledges that the certificates representing such Trust Shares will be legended to reflect the deposit of such Trust Shares under this Agreement and that such Trust Shares are subject to and may not be transferred other than in accordance with this Agreement; provided that the parties shall cause such legend to be removed upon transfer and disbursement of such Trust Shares in accordance with this Agreement:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS AND RESTRICTIONS ON TRANSFER SET FORTH IN A VOTING TRUST AGREEMENT (THE “VOTING TRUST AGREEMENT”), DATED AS OF FEBRUARY 13, 2017, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), George Syllantavos, in his capacity as the Pubco Representative (or his successor), Ramada Holdings, Inc., a company formed under the laws of the Marshall Islands, 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,” (or his successor) and Securities Transfer Corporation, a Texas corporation having an address at 2901 N. Dallas Parkway, Suite 380, Plano Texas 75093, as the “Trustee”, AS AMENDED. UNTIL THE SHARES REPRESENTED BY THIS CERTIFICATE, TOGETHER WITH ALL OTHER SHARES DEPOSITED WITH THE TRUSTEE PURSUANT TO THE VOTING TRUST AGREEMENT (COLLECTIVELY, THE “TRUST SHARES”) HAVE BEEN TRANSFERRED AND DISBURSED IN ACCORDANCE WITH THE TERMS OF THE VOTING TRUST AGREEMENT, THE CONTRIBUTOR REPRESENTATIVE HAS ALL RIGHTS TO VOTE THE TRUST SHARES AND CONSENT TO ACTIONS OF THE COMPANY WITH RESPECT TO THE TRUST SHARES. A COPY OF SUCH VOTING TRUST AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. ”

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Section 3.          Maintenance of the Trust Shares and other Trust Property.

(a)       For purposes of this Agreement, the “Trust Property” means the Trust Shares, along with any Accrued Dividends (as defined in the Contribution Agreement) and any other income on the Trust Shares that is paid into the Trust Account.

(b)       During the term of this Agreement, the Trustee shall hold the Trust Property in the Trust Account and shall not sell, transfer, dispose of, lend or otherwise subject to a Lien, any of the Trust Property except until and to the extent that the Trust Property is disbursed in accordance with Section 4, or as the Contributor Representative and the Pubco Representative may otherwise agree in a writing executed by each of them. No part of the Trust Property may be withdrawn or disbursed except as expressly provided in this Agreement.

(c)       While the Trust Shares are held in the Trust Account, the Contributor Representative shall have the sole right to vote the all Trust Shares in any manner in the Contributor Representative’s sole discretion, on any and all matters on which any of the holders of common or preferred shares of Pubco are entitled to vote or consent or which is otherwise submitted to a vote or consent of the holders of any common or preferred shares of Pubco, and shall have all rights in respect of the Trust Shares to take part and consent to any corporate or shareholders’ action of Pubco of any kind whatsoever, including the right to vote for election of directors of Pubco and in favor of or in opposition to any resolution or proposed action of any character whatsoever which may be presented in any meeting or any written consent presented to or otherwise requiring the consent of any of the shareholders of Pubco. The Contributor Representative may with respect to the Trust Shares, in all matters, act either at a meeting or by a writing or writings with or without a meeting, and may vote the Trust Shares in person or by such persons as the Contributor Representative may select as his proxy. The parties agree that this Section 3(c) shall constitute and shall be construed as a grant by the Trustee to the Contributor Representative of an irrevocable proxy to vote the Trust Shares, coupled with an interest in the Trust Shares sufficient to make such proxy irrevocable. Such irrevocable proxy shall remain valid and enforceable until the Trust Shares have been disbursed in accordance with this Agreement.

(d)       If, prior to the termination of this Agreement, the outstanding common or preferred shares of Pubco shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination, conversion, contribution or exchange of shares, the Trust Shares shall be correspondingly adjusted to provide the Contributor Representative and, upon transfer and distribution of the Trust Shares pursuant to this Agreement, to the Persons to whom such Trust Shares are so transferred and disbursed, the same rights and effect (including voting, economic and otherwise) as contemplated by this Agreement prior to such event.

Section 4.          Delivery of the Trust Property. The Trustee shall hold the Trust Property and shall transfer, assign and deliver the Trust Property (or the applicable partial amount thereof) to either the Contributors or the Pre-Closing Pubco Shareholders (as named on Schedule D-2), as applicable, in accordance with the following procedures:

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(a)       Earn-Out Payments.

(i)       If there is a Final Earn-Out Determination in accordance with the Contribution Agreement that the Contributors are entitled to receive a certain number of Trust Shares, then, within five (5) Business Days after the date of such Final Earn-Out Determination, the Pubco Representative shall execute and deliver to the Contributor Representative, and the Contributor Representative shall counter-sign and deliver to the Trustee, joint written instructions, in substantially the form attached as Exhibit B (which may be executed in counterparts, and with a fully executed copy simultaneously sent to each of the other parties hereto), instructing the Trustee to transfer, assign, release and distribute (a “Trust Distribution”) the Trust Property as follows (such joint written instructions, the “Joint Release Instructions”):

1.        to the Contributors, in accordance with each Contributor’s respective Contributor Pro Rata Share (as set forth on Exhibit C-1), the number of Trust Shares to which the Contributors are entitled in accordance with such Final Earn-Out Determination, together with the corresponding amount of any other Trust Property earned, accrued or otherwise to be paid thereon (such Trust Shares and Trust Property, collectively, the “Aggregate Contributor Trust Property”), provided that the Contributor Representative may, in its sole discretion and with regard to the Aggregate Contributor Trust Property only, on or before the date of its delivery of the Joint Release Instructions to the Trustee, deliver additional written instructions, signed by the Contributor Representative, instructing the Trustee to make the Trust Distribution of Aggregate Contributor Trust Property in different ratios than the Contributor Pro-Rata Shares (the “Contributor Distribution Instructions”); and

2.       any Trust Shares to which the Contributors are not entitled in accordance with the Final Earn-Out Determination, together with the corresponding pro rata amount of any other Trust Property earned, accrued or otherwise to be paid thereon (collectively, the “Remaining Trust Property”), to the Pre-Closing Pubco Shareholders in accordance with their respective PCPS Pro Rata Shares (as set forth on Exhibit C-2).

(b)       Promptly, but in any event within five (5) Business Days, after the date of the Trustee’s receipt of the Joint Release Instructions from the Contributor Representative or his Representative (the “Release Date”), the Trustee shall, in accordance with the Joint Release Instructions:

1.       make a Trust Distribution of the Aggregate Contributor Trust Property to the Contributors such that as of the Release Date (or promptly thereafter) each Contributor becomes the sole record and beneficial owner of its Contributor Pro Rata Share of such Aggregate Contributor Trust Property; provided that if the Contributor Representative timely provides Contributor Distribution Instructions to the Trustee, the Trustee shall distribute the Aggregate Contributor Trust Property in accordance with such Contributor Distribution Instructions; and, thereafter,

2.       make a Trust Distribution of the Remaining Trust Property, to the Pre-Closing Pubco Shareholders in accordance with their respective PCPS Pro Rata Shares, such that as of the Earn-Out Release Date, each such Pre-Closing Pubco Shareholder becomes the sole record and beneficial owner of its Pre-Closing Pro-Rata Share of such Remaining Trust Property.

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(c)       Any amount of Trust Property required to be transferred and/or delivered to the Contributors or the Pre-Closing Pubco Shareholders pursuant to this Section 4 shall be transferred and/or delivered by the Trustee pursuant to such delivery instructions as provided by the Contributor Representative with respect to the Contributors or, with respect to the Pre-Closing Pubco Shareholders, as provided by the Pubco Representative. The Trustee shall rely exclusively on instructions provided by the Contributor Representative (on behalf of the Contributors) and the Pubco Representative (on behalf of the Pre-Closing Pubco Shareholders) as to the amount and recipient of any distribution of Trust Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award granted pursuant to other binding legal process (including any binding arbitration). The Trustee has no duty or responsibility to calculate any distribution or to confirm the accuracy of any transfer or distribution amount so instructed.

(d)       The Trustee shall have the right to deduct and withhold taxes from any payments to be made hereunder if such withholding is required by law and to request and receive any necessary tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from the Contributors or the Pre-Closing Pubco Shareholders, as applicable.

Section 5.          Duties.

(a)       The Trustee’s duties are entirely ministerial and not discretionary, and the Trustee will be under no duty or obligation to do or to omit the doing of any action with respect to the Trust Property, except to give notice, make disbursements, keep an accurate record of all transactions with respect to the Trust Property, hold the Trust Property in accordance with the terms of this Agreement and to comply with any other duties expressly set forth in this Agreement. Nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Trustee to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement.

(b)       Neither the Trustee nor the Contributor Representative shall be disqualified by their respective roles under this Agreement, from dealing or contracting with Pubco either as vendor, purchaser, or otherwise, nor shall any transaction or contract of Pubco be void or voidable by reason of the fact that the Trustee or the Contributor Representative or any firm of which either of them is a member or any Person of which either of them is a shareholder, officer or director, is in any way interested in such transaction or contract; nor shall the Trustee nor the Contributor Representative be liable to account to the corporation or to any shareholder thereof for any profits realized by, from, or through any such transaction or contract by reason of the fact that the Trustee or the Contributor Representative, or any Person of which the voting trustee is a member, or any Person of which the Trustee or the Contributor Representative is a shareholder, officer or director, was interested in such transaction or contract.

Section 6.          Authorized Parties; Reliance. The parties hereby acknowledge and agree that the Contributor Representative has the sole and exclusive authorization to act on behalf of Pubco and the Contributors under this Agreement. The Contributor Representative and the Pubco Representative agree to provide, on Exhibit A (as it may be amended from time to time) to this Agreement, the names and specimen signatures of those persons who are authorized to issue notices and instructions to the Trustee and execute required documents under this Agreement. In the event that the Contributor Representative is replaced in accordance with the Contribution Agreement, Pubco and the Contributors shall promptly thereafter provide notice to the Trustee of the replacement Contributor Representative, who shall thereafter be fully authorized to act on behalf of Pubco and the Contributors under this Agreement, and shall provide any replacement authorized individuals to act on behalf of Pubco for purposes of Exhibit A. The Trustee may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee is entitled to rely on, and shall be fully protected in relying on, the instructions and notices from any one of the authorized signers, as identified on the attached Exhibit A (as it may be amended from time to time) to this Agreement, from each of Contributor Representative and the Pubco Representative, either acting alone, until such time as their authority is revoked in writing, or until successors have been appointed and identified by notice in the manner described in Section 12 below.

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Section 7.          Good Faith. The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

Section 8.          Removal of Trustee. The Trustee may resign and be discharged from its duties or obligations hereunder by giving such notice in writing of such resignation specifying a date when such resignation is to take effect, which shall be not less than sixty (60) days after the date of the notice of such resignation, subject to the remaining provisions of this Section 8. Similarly, the Trustee may be removed and replaced following the giving of thirty (30) days’ notice to the Trustee executed by the Contributor Representative and the Pubco Representative. In either event, Contributor Representative and Pubco Representative shall agree upon a successor Trustee. Upon any such resignation or removal, the Trustee shall transfer and deliver to the successor Trustee all Trust Shares and other Trust Property together with any other duly executed instruments of assignment or transfer as necessary or appropriate to effect such transfer, such that such successor Trustee becomes the record holder and owner of such Trust Shares and holds the other Trust Property in such successor Trustee’s Trust Account (unless otherwise agreed upon by the Contributor Representative and Pubco Representative in writing) (collectively, the “Trustee Transfer Requirements”). If the Pubco Representative and Contributor are unable to agree upon a successor or shall have failed to appoint a successor prior to the expiration of sixty (60) days following the date of resignation or thirty (30) days following the date of removal, the then-acting Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee or otherwise appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Notwithstanding the foregoing in the Section 8: (a) no change, resignation or removal of the Trustee shall become effective, and the Trustee shall remain the Trustee hereunder, until the Trustee Transfer Requirements have been fully satisfied and the successor Trustee has executed and delivered to the predecessor Trustee, Pubco, Contributor Representative and Pubco Representative an instrument accepting such appointment and accepting the transfer of the Trust Property and agreeing to the terms of this Agreement; and (b) the Trustee shall not resign or be removed as Trustee as long as the Trustee remains the transfer agent of Pubco.

Section 9.          Compensation. All fees and amounts to which the Trustee shall be entitled pursuant to this Agreement for the services to be rendered hereunder are set forth on Exhibit D. Pubco shall be responsible for paying pay all fees and expenses set forth on Exhibit D.

Section 10.        Indemnification. Pubco, on the one hand, and the Pubco Representative and Pubco Majority Shareholder (the Pubco Representative and Pubco Majority Shareholder referred to as the “PCPS Parties”), on the other hand, hereby agree to jointly and severally indemnify the Trustee for, and to hold it harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder. Notwithstanding the foregoing, each of Pubco on the one hand, and the PCPS Parties, on the other hand (the PCPS Parties on behalf of the Pre-Closing Pubco Shareholders), shall be responsible for one-half (1/2) of such indemnification obligations, and each of Pubco on the one hand and the PCPS Parties, on the other hand, shall have the right to seek contribution from the other to the extent that it pays for more than one-half (1/2) of such indemnification obligations.

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Section 11.          Disputes. If a controversy arises between the parties hereto as to whether or not or to whom the Trustee shall deliver all or any portion of the Trust Property or as to any other matter arising out of or relating to this Agreement or the Trust Property, the Trustee shall not be required to determine the same, shall not make any delivery of and shall retain the Trust Property in dispute without liability to anyone until the rights of the parties to the dispute shall have finally been determined by mutual written agreement of Pubco, the Contributors and the Pubco Representative, or by a final non-appealable judgment or order of any state or federal court located in New York County, New York (or in any court in which appeal from such courts may be taken) but the Trustee shall be under no duty whatsoever to institute or defend any such proceedings. The Trustee shall be entitled to assume that no such controversy has arisen unless it has received notice of such controversy or conflicting written notices from the parties to this Agreement. Any disputes arising out of, related to, or in connection with, this Agreement between the Contributor Representative and the Pubco Representative, including a dispute arising from a party’s failure or refusal to sign a joint written notice hereunder, shall be determined in accordance with the provisions of the Contribution Agreement.

Section 12.          Notices. Except to the extent expressly set forth herein, all notices and communications hereunder shall be in writing and shall be deemed to be given if (a) delivered personally, (b) sent by facsimile or email (with affirmative confirmation of receipt), (c) sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (d) sent by registered or certified mail, return receipt requested, postage prepaid to the parties as follows:

If to the Pubco Representative, to: George Syllantavos 2 Argyrokastrou Street Voula 16673, Athens, Greece Fax: +30 210 8992896 Email: gs.nautilus@yahoo.com	with a copy to (which shall not constitute notice): Loeb & Loeb LLP 345 Park Avenue, New York, New York 10154 Fax: 212 937-3943 Email: gcaruso@loeb.com Attn: Giovanni Carouso
If to iOra, Stocksfield, the Contributor Representative or Pubco, then to: Stocksfield Limited FAO: Mark Thompson First Floor 1-3 Chapel Street Guildford GU1 3UH United Kingdom Email: mark.thompson@stocksfield.com	with a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Sarah Williams, Esq. Email: Swilliams@egsllp.com Fax: (212) 370-7889
If to Lexalytics, to: Lexalytics, Inc. 6th Floor, 320 Congress Street, Boston, MA 02210 Email: jeff.catlin@lexalytics.com Attn: Jeff Catlin

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or at such other address as any of the above may have furnished to the other parties in a notice duly given as provided herein. Any such notice or communication given in the manner specified in this Section 12 shall be deemed to have been given (i) on the date personally delivered or transmitted by facsimile or email (with affirmative confirmation of receipt), (ii) one (1) Business Day after the date sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (iii) three (3) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid.

Section 13.         Term. This Agreement shall terminate upon the earlier of (1) the final, proper and complete distribution of the Trust Property in accordance with the terms hereof, and (2) if the Pubco Representative and Contributor Representative provide the Trustee with joint written instructions stating that the Transactions contemplated by the Contribution Agreement are being unwound, the Trustee shall forfeit and cancel all Trust Shares, this Agreement shall terminate upon the forfeiture and cancellation thereof, and there shall be no liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease; provided further, that, in each case Pubco’s, and the PCPS Parties’ obligations under Section 10 hereof shall survive any termination of this Agreement.

Section 14.        Entire Agreement. The terms and provisions of this Agreement (including the Exhibits hereto, which are hereby incorporated by reference herein) constitute the entire agreement between the Trustee and the other parties hereto with respect to the subject matter hereof. The actions of the Trustee shall be governed solely by this Agreement.

Section 15.        Amendment; Waiver. This Agreement may be amended or modified only by a written instrument duly signed by the parties hereto, and any provision hereof may be waived only by a written instrument duly signed by the party against whom enforcement of such waiver is sought.

Section 16.         Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 17.         Further Assurances. From time to time on and after the date hereof, the parties hereto shall deliver or cause to be delivered to the Trustee such further documents and instruments and shall do and cause to be done such further acts as the Trustee shall reasonably request (it being understood that the Trustee shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

Section 18.         Accounting. In the event of the resignation or removal of the Trustee, upon the termination of this Agreement or upon demand at any time of the Contributor Representative and the Pubco Representative, the Trustee shall render to Contributor Representative, the Pubco Representative and the successor trustee (if any) an accounting (free of charge) in writing of the property constituting the Trust Property.

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Section 19.         Interpretation. The parties acknowledge and agree that: (a) this Agreement is the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (b) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits attached hereto) and have contributed to its revision and (c) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) words of the masculine, feminine or neuter gender will include the masculine, neuter or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any law means such law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (iv) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein; (v) the term “or” means “and/or”; (vi) the words “herein, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (vii) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; (viii) any reference herein to “dollars” or “$” shall mean United States dollars; and (ix) reference to any Section or Exhibit means such Section hereof or Exhibit hereto.

Section 20.       Successors and Assigns. This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties hereto; provided, however, that:

(a)       if the Pubco Representative is replaced in accordance with the terms of the Contribution Agreement, the replacement Pubco Representative shall automatically become a party to this Agreement as if it were the original Pubco Representative hereunder upon providing (i) written notice to the Trustee and Contributor Representative of such replacement and accepting its rights and obligations under this Agreement and (ii) the Trustee with the documentation referenced in Section 25 hereof from such replacement Pubco Representative.

(b)       if the Contributor Representative is replaced in accordance with the terms of the Contribution Agreement, the replacement Contributor Representative shall automatically become a party to this Agreement as if it were the original Contributor Representative hereunder upon providing (i) written notice to the Trustee and Pubco Representative of such replacement and accepting its rights and obligations under this Agreement and (ii) the Trustee with the documentation referenced in Section 25 hereof from such replacement Contributor Representative.

(c)       This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 21.        Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to or exclusive of, any rights or remedies otherwise available to a party hereunder.

Section 22.       Governing Law; Venue. The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of New York without reference to its conflict of law provisions; provided that the provisions of this Agreement related to the voting rights of the Contributor Representative, including, without limitation, the provisions of Section 3(c) above, shall be governed by the Laws of the state of Delaware. Subject to Section 11, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state or federal court located in New York County, New York (or in any court in which appeal from such courts may be taken) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

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Section 23.         Waiver of Jury Trial. EACH PARTY HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION, CLAIM, CAUSE OF ACTION OR OTHER LEGAL PROCEEDING BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH LITIGATION, CLAIM, CAUSE OF ACTION OR OTHER LEGAL PROCEEDING SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 24.       Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 25.        U.S. Patriot Act. Pubco, the Contributor Representative and Pubco Representative agree to provide the Trustee with the information reasonably requested by the Trustee to verify and record Pubco’s, Contributor Representative’s and Pubco Representative’s respective identities pursuant to the Trustee’s procedures for compliance with the U.S. Patriot Act and any other applicable laws.

Section 26.        Representations of the Parties. Each of the parties hereto hereby represents and warrants that as of the date hereof: (a) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all such actions have been duly and validly authorized by all necessary proceedings; and (b) this Agreement has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement of it.

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IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Trustee:

Securities Transfer Corporation

By:	/s/ Matthew Smith
Name:	Matthew Smith
Title:	Chief Operating Officer

[Signature Page of Trustee to Voting Trust Agreement]

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor:

Stocksfield Limited

By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director

acting by a director in the presence of:

[SIGNATURE OF WITNESS]

[NAME OF WITNESS]

[ADDRESS OF WITNESS]

[Signature Page of Stocksfield Limited to Voting Trust Agreement]

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor:

lexalytics, inc.

By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Contributor Representative:

MARK THOMPSON

in his capacity as the Contributor Representative hereunder:

By:	/s/ Mark Thompson
Name:	Mark Thompson
	as Contributor Representative

[Signature Page of Contributor Representative to Voting Trust Agreement]

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco:

bthc x, inc.

By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	President and CEO

[Signature Page of BTHC X, Inc. to Voting Trust Agreement]

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco Representative:

George Syllantavos

in his capacity as the Pubco Representative hereunder:

By:	/s/ George Syllantavos
Name:	George Syllantavos
	as Pubco Representative

[Signature Page of Pubco Representative to Voting Trust Agreement]

IN WITNESS WHEREOF, the Parties have caused this Voting Trust Agreement to be duly executed and delivered as a deed, as of the date first written above.

Executed as a deed by:

Pubco Majority Shareholder:

Ramada Holdings, Inc.

By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	President, CEO and Sole Director

[Signature Page of Pubco Majority Shareholder to Voting Trust Agreement]

EXHIBIT A

AUTHORIZED SIGNERS

Contributor Representative:

Individuals authorized by the Contributor Representative:

Name	Telephone Number	Specimen Signature
Mark Thompson

Pubco Representative:

Individuals authorized by the Pubco Representative:

Name	Telephone Number	Specimen Signature
George Syllantavos

EXHIBIT B

Form of Joint Release Instructions

[Insert date]

Re:       Joint Release Instructions for Release of Shares of BTHC X, Inc. held by Securities Transfer Corporation as Trustee

Trustee:

In accordance with the terms of the Contribution Agreement dated as of December 31, 2016, as amended, between BTHC X, Inc., the Contributors, the Pubco Representative, the Contributor Representative, and certain other parties thereto, and pursuant to the Voting Trust Agreement dated as of [—], as amended, between BTHC X, Inc., the Pubco Majority Shareholder, the Contributors, the Pubco Representative and the Contributor Representative, we, the Contributor Representative and Pubco Representative, hereby authorize you, the Trustee, to make a Trust Distribution of the Trust Property as follows:

1.           Make a Trust Distribution of ______________________ Trust Shares and all other Aggregate Contributor Trust Property to the Contributors, in accordance with the Contributor Distribution Instructions, or otherwise to each Contributor in accordance with its Contributor Pro Rata Share (set forth in Exhibit C-1 of the Voting Trust Agreement).

2.           If there is any Remaining Trust Property after the Trust Distribution set forth in Section 1 of these Joint Release Instructions, make a Trust Distribution of ______________________ Trust Shares and all other Remaining Trust Property to the Pre-Closing Pubco Shareholders in accordance with its PCPS Pro Rata Share (set forth in Exhibit C-1 of the Voting Trust Agreement).

Very truly yours,

Contributor Representative:

Signature:
	Mark Thompson
	as Contributor Representative

Pubco Representative:

Signature:
	George Syllantavos
	as Pubco Representative

Exhibit C-1

Contributor Pro Rata Shares

Contributor Name	Contributor Pro Rata Share
Stocksfield Limited	90%
Lexalytics Inc.	10%

Exhibit C-2

PCPS Pro Rata Shares

EXHIBIT D

FEE INFORMATION

EX-10.4

Exhibit 10.4

BTHC X, INC.

VOTING AGREEMENT

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).

RECITALS

WHEREAS, the Company, George Syllantavos, in his capacity as the representative (the “Pubco Representative”) and individually as the “Sponsor”, Ramada Holdings, Inc. (the “Pubco Majority Shareholder”), iOra Software Limited (“iOra”), Stocksfield Limited (“Stocksfield”), Lexalytics, Inc. (“Lex”), and Mark Thompson, in his capacity as the representative of the Contributors (the “Contributor Representative”), entered into a Contribution Agreement dated as of December 31, 2016 (as amended, the “Contribution Agreement”); and

WHEREAS, each of the Voting Parties, currently owns, or on closing of the transactions contemplated by the Contribution Agreement, will own, shares of the Company’s capital stock, and wishes to provide for the election of a member of the Company’s board of directors as provided herein.

NOW THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.                  Agreement to Vote. During the term of this Agreement and to the extent they are entitled under the Company’s constituent or organizational documents or agreements to vote on such matters, each Voting Party agrees to vote all securities of the Company that may be voted in the election of the Company’s directors that such Voting Party owns from time to time (hereinafter referred to as the “Voting Shares”) in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or any class or series of stockholders or by written consent.

2.                  Election of Boards of Directors.

2.1              Voting. During the term of this Agreement, and subject to the Company’s constituent or organizational documents or agreements, each Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as a member of the Company’s Board of Directors: (a) George Syllantavos, or, if he is unable to serve, a person designated by the Pubco Majority Shareholder; (b) Mark Thompson, or, if he is unable to serve, a person designated by Stocksfield; and (c) Michael Fasci, or, if he is unable to serve, a person designated by Stocksfield.

2.2              Obligations; Removal of Directors; Vacancies. The obligations of the Voting Parties pursuant to this Section 2 shall include any stockholder vote to amend the Company’s organizational documents as required to effect the intent of this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would materially and adversely affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Company’s Board of Directors as herein stated. The parties acknowledge that the fiduciary duties of each member of the Company’s Board of Directors are to the Company’s stockholders as a whole. In the event any director elected pursuant to the terms hereof ceases to serve as a member of the Company’s Board of Directors, the Company and the Voting Parties agree to take all such action as is reasonable and necessary, including the voting of shares of capital stock of the Company by the Voting Parties as to which they have beneficial ownership, to cause the election or appointment of such other substitute person to the Board of Directors as may be designated on the terms provided herein.

3.                  Successors in Interest of the Voting Parties and the Company. During the Term, the provisions of this Agreement shall be binding upon the successors in interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein, unless and until such shares are sold into the public markets. During the Term, each Voting Party shall not, and the Company shall not, permit the transfer of any Voting Party’s Voting Shares (except for sales of Voting Shares into the public markets), unless and until the person to whom such securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder.

4.                  Covenants. The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting Party hereunder are effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation, the use of best efforts to cause the nomination of the designees, as provided herein, for election as directors of the Company. Neither the Company nor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of each Voting Party hereunder against impairment.

5.                  Grant of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other person; provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

6.                  Restrictive Legend. Until the termination of this Agreement, each certificate representing any of the Voting Shares shall be marked by the Company with a legend reading as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

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7.                  Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions hereof.

8.                  Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

9.                  Termination. The term of this Agreement (the “Term”) shall last until and terminate on the date that is the earlier of: (a) the two year anniversary of the date hereof; and (2) the date on which any of the Company’s securities are listed on a national securities exchange.

10.              Amendments and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement, and any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (a) the Company, (b) the holders of a majority of Voting Shares then held by the Voting Parties, and (c) the Pubco Majority Shareholder.

11.              Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreement.

12.              Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.              Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of New York without reference to its conflicts of laws provisions.

14.              Counterparts. This Agreement may be executed in two or more counterparts, including by electronic signature and electronic delivery thereof, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.              Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

16.              Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

“COMPANY”
BTHC X, INC.
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	Chief Executive Officer

[Company Signature Page to BTHC X, Inc. Majority Shareholder Voting Agreement]

IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be executed and delivered as a deed, as of the date first written above. 

Executed as a deed by:

“VOTING PARTIES”
RAMADA HOLDINGS, INC.
By:	/s/ George Syllantavos
Name:	George Syllantavos
Title:	Presidnet, CEO and Sole Director
STOCKSFIELD LIMITED
By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director
LEXALYTICS, INC.
By:	/s/ Mark Thompson
Name:	Mark Thompson
Title:	Director

[Voting Party Signature Page to BTHC X, Inc. Majority Shareholder Voting Agreement]

EX-10.5

Exhibit 10.5

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

PROMISSORY NOTE

Principal Amount:  $75,000	Dated as of February 13, 2017
	New York, New York

iOra Software Limited, a corporation formed under the laws of England and Wales, (the “Maker”) promises to pay to the order of BTHC X, Inc., a Delaware corporation (the “Payee”), the principal sum of Seventy Five Thousand Dollars ($75,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.            Principal. The principal balance of this Promissory Note (this “Note”) shall be payable on the date which is 14 days after the date of this Promissory Note (the “Maturity Date”).

2.            Interest. This Note shall bear simple interest at the rate of two and a half percent (2.5%) per month or thirty percent (30%) per annum. Interest payable on this Note shall be calculated on the basis of one year of three hundred sixty-five (365) days for the number of days elapsed. All accrued interest and outstanding principal shall be due and payable on the Maturity Date. In the event that principal balance of this Promissory Note is repaid on or before the fourteenth (14^th) calendar day after the date of this Promissory Note, the Maker shall pay no interest to the Payee.

3.            Application of Payments. All payments shall be applied first to accrued interest and then to the reduction of the unpaid principal balance of this Note.

4.            Events of Default. The following shall constitute an event of default (each an “Event of Default”):

(a)       Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within fourteen (14) business days following the date when due.

(b)       Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors.

(c)       Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5.            Remedies.

(a)       Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind.

(b)       Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

8.            Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by telefacsimile to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker, then to:                                                                         with a copy to (which shall not constitute notice):

Stocksfield Limited Attn: Mark Thompson First Floor 1-3 Chapel Street Guildford GU1 3UH United Kingdom Email: mark.thompson@stocksfield.com Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Sarah Williams, Esq. Email: Swilliams@egsllp.com Fax: (212) 370-7889

If to Payee:                                                                                           with a copy to (which shall not constitute notice):

George Syllantavos 2 Argyrokastrou Street Voula 16673, Athens, Greece
Fax: +30 210 8992896 Email: gs.nautilus@yahoo.com Loeb & Loeb LLP 345 Park Avenue, New York, New York 10154 Fax: 212 937-3943 Email: gcaruso@loeb.com Attn: Giovanni Caruso

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

9.            Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

10.          Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its sole director and Chief Executive Officer the day and year first above written.

IORA SOFTWARE LIMITED
By:	/s/ Mark Thompson
	Name: Mark Thompson
	Title: Director and Chief Executive Officer

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EX-10.6

Exhibit 10.6

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

between

Stocksfield Limited

and

iOra Software Limited

1

THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on 13^th February 2017 and is effective as of the Effective Date set forth below.

BETWEEN:

(1) Stocksfield Limited, a company incorporated in England and Wales under company number 07407915, whose registered office is Chapel House, 1-3 Chapel Street, Guildford, Surrey, GU1 3UH (the “Manager”),

 AND

(2) iOra Software Limited, a company incorporated in England and Wales under company number 06355415, whose registered office is First Floor, 5 Meridian Office Park, Osborn Way, Hook, Hampshire, RG27 9HY (the “Company”)

(hereinafter jointly referred to as the “Parties” and, individually, as a “Party”).

WHEREAS, the Company wishes to engage the Manager to provide certain management and administrative support services to the Company on the terms set out herein.

NOW THEREFORE, the Parties have agreed as follows:

1.        APPOINTMENT AND EFFECTIVE DATE

1.1	The Company hereby confirms the appointment of the Manager to provide the general assistance and management services specified in this Agreement (the “Management Services”) to the Company and the subsidiaries of the Company listed on Schedule 1 to this Agreement, subject to the terms and conditions set forth in this Agreement, and the Manager accepts such appointment.
1.2	The effective date of this Agreement shall be 1st November 2016.

2.        BOARD OF DIRECTORS

2.1 The Manager shall always act in accordance with the direction of the Board of Directors of the Company (the “Board”) in providing the Management Services under this Agreement.

2.2 The Board may revoke any authorization granted to the Manager at any time in its sole discretion.

2.3 For clarity, no authority of the Board is delegated to the Manager by this Agreement.

3.        SERVICES

3.1 The Manager shall, throughout the term of this Agreement, provide such Management Services as the Company from time to time may specify.

3.2  Without prejudice to the generality of the foregoing, the Manager shall provide the following services to the Company:

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3.2.1 Corporate Governance Services

The Manager shall assist the Company in the provision of general company secretarial services, including, but not limited to, keeping statutory books and records, convening meetings of the members of the Company, and meetings of the Boards of Directors and the shareholders of the subsidiaries of the Company and preparing adequate documentation for such meetings.

3.2.2 Company Records

(a) The Manager shall be responsible for the safekeeping and professional filing of all original corporate documents of the Company and subsidiaries of the Company.

(b) The Manager shall establish and maintain an adequate and accessible archive either (or both) in electronic form or physical form of all documents relevant to the Company’s business.

3.2.3	Treasury Services
	Subject to the terms of any pooling arrangements which may exist in relation to the Company and its assets:

(a) The Manager may be authorized to operate the Company’s bank accounts in accordance with such principles as the Board from time to time shall approve. Pursuant to such authorization, the Manager may be entitled to open bank accounts in the Company’s name and enter into account agreements and all such other contracts or agreements as shall be required by the banks and others for this purpose.

(b) The Manager shall be authorized to collect all amounts due from third parties to the Company on the Company’s behalf and shall be responsible for the establishment and follow-up of efficient procedures for the purpose of collecting any overdue amounts.

(c) The Manager shall arrange for the Company to settle its debts and accounts payable to third parties as such fall due, while pursuing a satisfactory solution of any dispute in relation thereto on the Company’s behalf.

(d) The Manager shall settle all inter-company accounts between the Company and other companies in the Stocksfield Group in accordance with such agreements and other documentation for payments as shall be in existence from time to time.

3.2.4	Financing
	The Manager shall assist the Company in all matters relevant to the financing of the Company’s activities, including the identification of sources of potential financing, negotiation of financing arrangements, and coordination of financing with other Stocksfield Group companies for the benefit of the Company.

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3.2.5	Insurance
	The Manager shall arrange to insure the vessels owned by the Company or its subsidiaries in accordance with the general guidelines and policies from time to time in force for coverage, insurers and terms for the insurance of vessels controlled by the Stocksfield Group. The Manager shall provide advice and assistance to the Company in filing and managing claims under all insurance policies procured for the vessels owned by the company or its subsidiaries (the “Vessels”) and the Company. The Manager shall provide general advice and assistance to the Company in the procurement of other insurance as may be necessary or prudent in order to comply with legal or contractual requirements, or otherwise prudently insure the risks of the Company.
3.2.6	Sale and Purchase of Assets

(a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf, including the completion of such transactions.

(b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction.

(c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.

3.2.7	Disputes
	The Manager shall provide general advice and assistance in the prosecution or defense of any and all legal proceedings by or against the Company, on the Company’s behalf and follow up the same in accordance with such instructions as shall be provided to the Manager in this respect by the Company.

3.2.8	Marketing Services
	The Manager shall provide advice and assistance in the marketing of the Company’s products and services.

3.2.9

General Administrative Services

The Manager shall cause certain of its officers or other employees as the Board may from time to time request (collectively, the “Manager’s Employees”) to perform as officers of the Company or provide such general administrative services as may be required by the Company including accounting services, legal services, human resources, access to and consolidation of information, and advice and assistance in the general administration and management of the business, with all of the duties of officers of the Company as provided by the Board of Directors of the Company subject to the sole direction of the Board of Directors of the Company and subject to Section 9 hereof.

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4.        GENERAL CONDITIONS

The Manager shall be entitled to provide management services to other companies or entities. Such entities can either be other companies in the Stocksfield Group or third party entities.

5.        COMPENSATION

5.1 Each calendar month, the Company agrees to reimburse the Manager £35,000 (thirty five thousand pounds) for all costs and expenses reasonably incurred by the Manager (the “Costs and Expenses”) in connection with the provision of the Management Services by the Manager to the Company for such calendar month.

5.2 The Costs and Expenses shall be payable by the Company on a monthly basis, one month in arrears.

5.3 Upon request from the Company, the Manager shall produce a statement of the Costs and Expenses showing how the total calculation recharged to the Company was made.

5.4 This compensation will be reviewed by the Company and the Manager six months from the first Costs and Expenses invoice.

6.        INDEMNITY

6.1 The Company agrees to indemnify and keep the Manager and its officers, employees, agents and sub-contractors, indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud, gross negligence or wilful misconduct on the part of the Manager or any of its officers, employees, agents or sub-contractors,) in connection with the provisions of the Management Services or the performance of its duties hereunder. The Manager shall not be required to take any legal action on behalf of the Company unless being fully indemnified (to its reasonable satisfaction) for all costs and liabilities likely to be incurred or suffered by it as a consequence thereof.

6.2 The indemnities provided by the Company hereunder shall cover all reasonable costs and expenses payable or incurred by the Manager in connection with any claims.

6.3 To the extent the Manager is entitled to claim any indemnity in respect of amounts paid or discharged by the Manager pursuant to this Agreement, these indemnities shall take effect as an obligation of the Company to reimburse the Manager for making such payment or affecting such discharge.

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7.        TERM AND TERMINATION

This Agreement shall have an initial term of six (6) months unless terminated with thirty days written notice from one party to the other.

8.        MISCELLANEOUS

This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

9.        GOVERNING LAW AND JURSIDICTION

This Agreement shall be governed by and interpreted in accordance with English law. The Courts of England and Wales have exclusive jurisdiction to settle any disagreements between the two parties.

EXECUTED by	)	Stocksfield Holdings Limited on behalf of Stocksfield Limited
David Morgan	)
acting by a director:	)	/s/ David Morgan
EXECUTED by	)	iOra Software Limited
Mark Thompson	)
acting by a director:	)	/s/ Mark Thompson

6

EX-99.1

Exhibit 99.1

INDEX

iOra Software Limited and Subsidiary

Index to the Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015	F-1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016  and 2015 (Unaudited)	F-2
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (Unaudited)	F-3
Notes to the Unaudited Condensed Consolidated Financial Statements	F-4

iOra Software Limited and Subsidiary
Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	274
Accounts receivables		49,229			23,500
Other prepaid expenses		35,120			49,576
Total current assets		84,349			73,350
Furniture, equipment and software, net		64,359			99,059
Intangible asset, net		137,136			233,385
Deposit		33,598			36,199
Total assets	$	319,442		$	441,993
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Bank overdraft	$	503		$	261
Accounts payable and accrued liabilities		540,018			409,648
Accrued payroll		383,339			586,988
Loan payable, net of discount of $0 and $16,813, respectively		981,990			657,306
Due to related party		1,030,744			699,391
Deferred income - short-term portion		952,582			1,320,571
Total current liabilities		3,889,176			3,674,165
Deferred income - long-term portion		169,259			781,254
Total liabilities		4,058,435			4,455,419
Stockholder’s deficit
Common stock, $1 par value, 100 shares authorized ,issued and outstanding as of September 30, 2016 and 1 share authorized, issued and outstanding as of December 31, 2015		130			1
Accumulated other comprehensive income		542,817			178,586
Accumulated deficit		(4,281,940	)		(4,192,013	)
Total stockholder’s deficit		(3,738,993	)		(4,013,426	)
Total liabilities and stockholder’s deficit	$	319,442		$	441,993

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

iOra Software Limited and Subsidiary
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

	Three Months ended September 30, 2016			Three Months ended September 30, 2015			Nine Months ended September 30, 2016			Nine Months ended September 30, 2015
Revenues
License revenue	$	440,493		$	105,780		$	483,998		$	170,949
Service revenue		386,813			341,730			1,154,609			923,898
Total revenues		827,306			447,510			1,638,607			1,094,847
Cost of revenues		(629	)		(12,721	)		(4,998	)		(10,854	)
Total cost of revenues		(629	)		(12,721	)		(4,998	)		(10,854	)
Gross profit		826,677			434,789			1,633,609			1,083,993
Operating expenses
Selling expense		30,407			41,252			68,395			131,992
General and administrative expense		298,193			622,135			1,020,932			1,787,635
Management Fees – related party		202,057			202,069			593,504			606,208
Total operating expenses		530,657			865,456			1,682,831			2,525,835
Income (loss) from operations		296,020			(430,667	)		(49,222	)		(1,441,842	)
Interest expense		(31,097	)		(15,284	)		(40,576	)		(30,647	)
Total other expense		(31,097	)		(15,284	)		(40,576	)		(30,647	)
Income (loss) from operations before provision for income taxes		264,923			(445,951	)		(89,798	)		(1,472,489	)
Benefit (provision) for income taxes		-			-			-			-
Net income (loss)	$	264,923		$	(445,951	)	$	(89,798	)	$	(1,472,489	)
Other comprehensive income (loss)
Currency translation adjustments		121,410			61,874			364,231			185,621
Comprehensive income (loss)	$	386,333		$	(384,077	)	$	274,433		$	(1,286,868	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

iOra Software Limited and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months ended September 30, 2016			Nine Months ended September 30, 2015
OPERATING ACTIVITIES
Net loss	$	(89,798	)	$	(1,472,489	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		97,226			118,872
Amortization on loan discount		11,807			22,495
Changes in operating assets and liabilities:
Receivables		(29,201	)		604,433
Other assets		6,176			70,862
Deferred revenue		(814,633	)		(767,835	)
Prepaid expenses		1,399			(28,320	)
Accrued expenses and others		(159,935	)		517,576
Accounts payable		179,753			70,588
Due to related parties		402,343			876,317
Net cash (used in) provided by operating activities		(394,863	)		12,499
INVESTING ACTIVITIES
Purchase of fixed assets		-			(5,944	)
Proceeds from sale of fixed assets		-			2,231
Net cash used in investing activities		-			(3,713	)
FINANCING ACTIVITIES
Proceeds from factoring loan		410,003			-
Bank overdraft		290			6,446
Net cash provided by financing activities		410,293			6,446
Effect of rate changes on cash		(15,704	)		(17,945	)
NET CHANGE IN CASH		(274	)		(2,713	)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD		274			2,713
END OF PERIOD	$	-		$	-
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

iOra Software Limited and Subsidary

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2016 and 2015

(Unaudited)

1. Description of the Company

iOra Software Limited (the “Company” or “iOra”) principal activity is, by utilizing its unique Geo-Replicator platform, the replication of SharePoint content to branch office servers, to provide remote users with faster access to SharePoint content, as well as mobile workers access to SharePoint offline on their laptops.

Corporate Structure and Business

The Company is a software company headquartered in the United Kingdom. The Company has one wholly owned subsidiary, iOra Inc, a Delaware Corporation.  The primary purpose of iOra Inc is identical to that of the Company with its clients predominantly based in the United States of America.

Corporate History 

The Company is a global replication software provider with multiple-patented technology which assists in the transfer and replication of mission-critical data over low bandwidth connections such as satellite links. Basically, we can ensure data updates are moved very efficiently over tiny bandwidths.

Originally founded in 1997 to solve specific data replication issues, the Company has grown over time to create robust patents in key geographies and has a solution used by globally recognized customers.

The Company customers have significant operations across more than 25 countries including many of the world’s largest military organizations and private sector multinationals.

Growth opportunities are driven by the explosion in data and increasingly decentralized IT infrastructures versus the constraints of low bandwidth connections in difficult to access territories such as military bases, commercial sites in inhospitable parts of the world and marine to shore communications, including the need for essential back up of cloud data.

The Company is a patented technologies for complex data transfer and wishes to grow both organically and by the strategic acquisitions of complementary businesses to be the standard replication offering in both the defence and commercial sectors.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company (a United Kingdom Corporation) and its wholly owned subsidiary, iOra Inc. All significant intercompany transactions have been eliminated in consolidation.

F-4

Basis of Presentation

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows, include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited financial statements. The results of operations for the nine months ended September 30, 2016 and 2015 are not necessarily indicative of the operating results for the full year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.

Concentration of Credit Risk for Cash Deposits at Banks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits.

The Company’s parent company, Stocksfield Limited, had an overdraft facility with the Company’s bankers, Coutts & Co until June 2016. The facility was available for use by all entities within the Stocksfield Limited Group. The overdraft facility had a maximum drawdown limit of $354,321 (£240,000).

As additional security for the facility in case of default, on February 26, 2014, the Company pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and the Company entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

Effective as of June 2016, the Stocksfield Limited Group overdraft borrowing was consolidated into a term loan. The loan was agreed for a sum of $312,297 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly installments of $32,531. To date all monthly repayments have been met. The final repayment date of the loan is scheduled for May 2017. As of September 30, 2016 and December 31, 2015, the Company has an overdraft balance that related to this loan of $503 and $261, respectively.

F-5

Accounts Receivable

Accounts receivable represent balances related to products sold for which the Company has not received the related funds from various financial institutions as of the reporting period. Interest is not accrued on accounts receivable and all receivables are received within ninety days of the end of the reporting period. As such, the Company has no allowance for doubtful accounts as of September 30, 2016 and December 31, 2015.

Fair Value of Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

The Company did not have any assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015.

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued salaries, wages and payroll taxes, and other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

Intangible asset, net

Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 5 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company considers to be important which could trigger an impairment review include the following:

● Significant underperformance relative to expected historical or projected future operating results;

● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

● Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

The Company did not consider it necessary to record any impairment charges during the nine months ended September 30, 2016 and the year ended December 31, 2015.

F-6

Basis for Recording Fixed Assets, Lives, and Depreciation Methods

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	3 years
Computers and equipment	2 years
Office equipment	3 years
Software	2 years
Leasehold improvement	5 years

Revenue Recognition

Revenue comprises revenue recognized by the Company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Software license fees are recognized as revenue when delivery of the software has occurred provided a signed agreement is in place, the license fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable.

Maintenance contracts are invoiced in advance and income is recognized on a straight line basis over the life of the contract. Where receipts exceed recognized income on a contract the Company defers the relevant amount to be released over the remainder of the contract.

For certain key customer contracts the Company utilizes the services of sales partners who assist with the concluding of these contracts. In certain, but not all, instances a fee is agreed with the partner for providing these services. Where a sales partner is used the partner is invoiced directly and they are responsible for invoicing the final customer. When a fee is agreed it is netted off the face value of the amount invoiced to the sales partner in order to arrive at the sales figure. The Company is of the view that this accurately reflects the substance of the underlying transaction and relationship and other alternatives would result in an overstatement of revenue.

In accordance with ASC 605-25, Revenue Recognition — Multiple-Element Arrangements, based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with FASB ASC 740-10. Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. 

Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

F-7

Earnings (Loss) per Share

The Company utilizes FASB ASC 260. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

Foreign Currency Translation

The Company’s reporting currency is US Dollars. The accounts of iOra are maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive income (loss). Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

The relevant translation rates are as follows: for the nine months ended September 30, 2016 closing rate at 1.30124 US$: GBP, average rate at 1.38236 US$: GBP, for the year ended December 31, 2015 closing rate at 1.47663 US$: GBP, average rate at 1.51637 US$: GBP and for nine months ended September 30, 2015 average rate at 1.56452 US$: GBP.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity. For the Company, comprehensive income (loss) for the nine months ended September 30, 2016 and 2015 included net income (loss) and unrealized gains from foreign currency translation adjustments.

Recent Accounting Pronouncements

ASU 2016-15

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, in an effort to reduce the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact this ASU will have on the financial statements and related disclosures.

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically, about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

F-8

ASU 2015-02

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

The Company has evaluated other recent pronouncements and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

3. Going Concern

For the nine months ended September 30, 2016, the Company generated a net loss of $89,798 and had a negative working capital of $3,804,827, which can indicate a material uncertainty over the ability of the Company to continue as a going concern. Included within net liabilities is a balance of $1,121,841 relating to deferred income and a balance of $1,030,744 due to Stocksfield Limited, the immediate parent undertaking.

The $1,121,841 deferred income balance arises from the revenue recognition policy explained further in the Revenue recognition footnote and is in line with current accounting standards. The balance principally relates to maintenance contracts which are invoiced in advance but, as the contract is delivered over time, the balance is recognized as revenue over the life of the contract.

As of September 30, 2016, the directors can foresee no circumstance where the immediate parent undertaking, Stocksfield Limited, would seek to collect the balance of $1,030,744 due.

F-9

The Company manages its working capital on an aggregate basis with other members within the same group and uses a group financial structure. As a result of this, the ability for the Company to continue as a going concern is linked to other companies within the Stocksfield Group comprising Stocksfield Limited, being the parent entity, McKinley Software Ltd, Lexalytics Limted and iOra Software Limited, being the holding company of iOra Inc.

The directors have prepared the accounts on a going concern basis as Durham Capital SA, a third party financier securitization vehicle based in Luxembourg, has continued to fund the group and provide working capital enabling it to meet its liabilities as they fall due.

While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might arise from this uncertainty.

4. Property and Equipment

Property and equipment consisted of the following:

	September 30, 2016			December 31, 2015
Computers and equipment	$	39,879		$	46,348
Furniture & Fixtures		8,369			9,496
Office equipment		3,149			3,573
Short term Leasehold Property		94,355			107,052
		145,752			166,469
Accumulated depreciation and amortization		(81,393	)		(67,410	)
Property and equipment, net	$	64,359		$	99,059

Depreciation and amortization expense on property, plant and equipment for the nine months ended September 30, 2016 and 2015 was $24,383 and $36,430, respectively.

Depreciation and amortization expense on property, plant and equipment for the three months ended September 30, 2016 and 2015 was $7,639 and $11,787, respectively. The Company sold fixed assets during the 2015 financial year for $2,231.

5. Intangible Assets

During the 2013 financial year, the decision was taken to dissolve iOra Limited, a group company into iOra Software Limited, as the Company was no longer trading but still held a number of customer contracts with its trading name. As a result, the difference between the purchase price paid and the net asset value received was found to meet the definition of an intangible asset.

F-10

Intangible assets consisted of the following:

	September 30, 2016			December 31, 2015
Customer lists	$	457,120		$	518,633
Accumulated amortization		(319,984	)		(285,248	)
Intangible assets, net	$	137,136		$	233,385

Amortization expense on intangible assets for the nine months ended September 30, 2016 and 2015 was $72,843 and $82,442, respectively.

Amortization expense on intangible assets for the three months ended September 30, 2016 and 2015 was $23,087 and $26,983, respectively.

Future amortization of intangible assets is as follows:

2016	$	(22,856	)
2017		(91,424	)
2018		(22,856	)
Total	$	(137,136	)

6. Related Party Transactions

Related Party Accounts Receivable and Payable

At September 30, 2016 and December 31, 2015, the Company had a payable balance of $1,030,744 and $699,391 respectively, to Stocksfield Limited for payments made by Stocksfield Limited on behalf of iOra and management fees charged by Stocksfield Limited for managing the day to day operations of iOra. Stocksfield Limited is the parent entity of iOra Software Limited. On December 23, 2015, ownership of Stocksfield Limited was transferred to Stocksfield Holdings, a Company registered in England and Wales.

During the year the Company issued an additional 99 shares. Of the 99 shares issued, 10 were issued to Lexalytics Limited and 89 were issued to Stocksfield Limited. The shares were not issued for any value; however, the purpose of the issue was to facilitate a line of credit between iOra Software Limited and Lexalytics Limited as and when required by iOra Software Limited and subject to the availability of resources in Lexalytics Limited.

The issue of 89 shares to Stocksfield Limited was in order to allow for Stocksfield Limited to retain 90% of the issued shares in iOra Software Limited.

Management fees

During the nine months ended September 30, 2016 and 2015, the Company incurred a management fee expense payable to Stocksfield Limited of $593,504 and $606,208 respectively.

During the three months ended September 30, 2016 and 2015, the Company incurred a management fee expense payable to Stocksfield Limited of $202,057 and $202,069 respectively. 

F-11

7. Stockholder’s Deficit

As of September 30, 2016, the Company authorized 100 common shares having par value of $1 and had 100 common shares issued and outstanding. As of December 31, 2015, the Company had 1 common share issued and outstanding.

During the period ended September 30, 2016, the Company’s sole shareholder, Stocksfield Limited, who owned 1 share of the Company, approved to give 10% of the Company shares to a related party, Lexalytics Limited. As a result of such approval, the Company issued an additional 99 shares, in which 10 shares were issued to Lexalytics Limited and 89 shares were issued to Stocksfield Limited.

The shares were issued for no consideration and have been recorded at par.

8. Loans Payable

8.1      Leonard Curtis

On March 12, 2013, iOra Limited, one of the Group entities, was placed into Creditors Voluntary Liquidation. As a result of intercompany financing, the Company advanced an aggregate of $594,165 to the Company as an intercompany loan. Leonard Curtis were appointed joint liquidators and agreement was reached for the Company to settle full and finally the iOra Limited debt by means of two payments of $325,309 and $268,856 due on January 15, 2016 and February 26, 2016, respectively.

The loan is unsecured, non-interest bearing and subjected to a 4.5% discount rate. The Company recorded an initial discount of $96,677 and amortized throughout the life of the loan. The Company incurred interest expense from the amortized loan discount for the nine months ended September 30, 2016 and 2015 of $16,813 and $22,495, respectively. As of September 30, 2016 and December 31, 2015, the loan has a balance of $590,460 and $657,306, respectively. As of September 30, 2016 and December 31, 2015, the loan has an unamortized discount balance of $0 and $16,813, respectively.

Subsequent to year end, the Company has not made repayment of the loan owed to Leonard Curtis. The Company is in regular communication with Leonard Curtis and the intention is that settlement will be made prior to the end of February 2017

8.2      Bibby Financial Services

During the period ended September 30, 2016, the Company entered into a factoring arrangement whereby cash of $385,941 was advanced by the factor on a large sales invoice which was issued with repayment terms. The amount owing to the factor, Bibby Financial Services, is still outstanding in the amount of $391,530 as of September 30, 2016. This is due for repayment by the end of February 2017 of which approximately $220,000 had been repaid during January 2017. This is an agreed upon amended repayment date of the facility as the funds were collectable by the factor upon collection of the funds by iOra from iOra’s customer.

Bibby Financial Services has a legal charge over the Company for the following:

By way of first legal mortgage, all land belonging to the Company at the date of the debenture without limitation and all buildings and fixtures and fixed plant and machinery at any time thereon and all easements, rights and agreements in respect of such property; and all proceeds of sale of such property; and the benefit of all covenants given in respect of such property.

F-12

9. Commitments and Contingencies

Facility Sublease

On October 23, 2014, the Company entered into a five-year lease agreement effective from October 23, 2014 for its corporate office. The lease agreement provides for a break clause after 36 months. Under the terms of the sublease the Company pays $4,043 per month and is responsible to pay its own expenses for utilities, taxes, insurance and repairs.  Future lease payments related to the Company's office leases as of September 30, 2016 totaled $194,697

2016	$	15,786
2017		63,145
2018		63,145
2019		52,621
Total	$	194,697

Overdraft facility

iOra’s parent company, Stocksfield Limited, had an overdraft facility with the Company’s bankers, Coutts & Co until June 2016. The facility was available for use by all entities within the Stocksfield Limited Group. The overdraft facility had a maximum drawdown limit of $354,321 (£240,000).

As additional security for the facility in case of default, on February 26, 2014, iOra Software pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and iOra Software Limited entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

Effective as of June 2016, the Stocksfield Limited Group overdraft borrowing was consolidated into a term loan. The loan was agreed for a sum of $312,297 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly installments of $32,531. To date all monthly repayments have been met. The final repayment date of the loan is scheduled for May 2017. As of September 30, 2016 and December 31, 2015, the Company has an overdraft balance that related to this loan of $503 and $261, respectively.

Guarantor on a related party loan

iOra’s parent company, Stocksfield Limited, had a loan with several amendments with Bond House SA, for which iOra is named as one of the guarantors. The total loan balance was $2,556,210 (€2,274,209) as of September 30, 2016 and $2,259,973 (€2,079,666) as of December 31, 2015. The loan has an extended maturity date of December 24, 2016. As of the date of this filing, this loan has yet to be repaid. Stocksfield Limited and iOra have obtained a waiver from the Bond House SA indicating that at the time of the waiver Bond House is not contemplating any actions to enforce on their rights and remedies within the agreement.

Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. The Company does not believe that any of these will result in material financial loss to the business.

F-13

10. Subsequent Event

Events through February 14, 2017, the date the financials were available for distribution, were evaluated by the On December 31, 2016, BTHC X, Inc., a Delaware corporation (”BTHC”)” entered into a contribution agreement, which was amended pursuant to a letter agreement dated February 13, 2017 (the contribution agreement and letter agreement together referred to as the “Contribution Agreement”), with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra (the “Contributors”), each of whom contributed their iOra shares to BTHC , pursuant to which BTHC effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of BTHC.

In conjunction with the Business Combination, BTHC has designated a series of 10,000,000 convertible preferred shares, par value $0.001 per share (the “BTHC Series A Convertible Preferred Stock”), which shall be convertible into shares of common stock of BTHC, par value $0.001 per share (the “BTHC Common Stock”) in accordance with the certificate of designation.

The Contributors have contributed their iOra Shares (the “Contribution”) to BTHC in exchange for 6,323,530 newly issued shares of BTHC Series A Convertible Preferred Stock, which are convertible into BTHC Common Stock at the rate of one (1) share of BTHC Series A Convertible Preferred Stock to 41.129815535 shares of BTHC Common Stock (the “Contribution Consideration”), to be issued to each Contributor in accordance with each Contributor’s Pro Rata share contribution resulting in iOra becoming a wholly-owned subsidiary of BTHC and the Contributors becoming the majority owners of BTHC.

At the closing of the Business Combination, pursuant to the terms of the Contribution Agreement, iOra contributed all of its issued and outstanding shares of capital stock (100 shares) to BTHC and issued a $75,000 promissory note (the “Promissory Note”) payable to BTHC within 14 days of Closing, which funds will be used to repay outstanding loans of BTHC. The BTHC Series A Convertible Preferred Stock gives the Contributors majority voting rights in BTHC which will allow them to increase and then split BTHC’s Common Stock by way of a shareholder vote. The resulting conversion will cause the Contributors to ultimately receive an aggregate of 9,160,000 shares of Common Stock (the “Exchange Shares”), of which 2,925,000 of the Exchange Shares (the “Escrow Shares”) will be held in escrow subject to the Company achieving certain minimum financial performance targets.

F-14

EX-99.2

Exhibit 99.2

INDEX

iOra Software Limited and Subsidiary

Index to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2015 and 2014	F-3
Consolidated Statement of Stockholder’s Deficit For the Years Ended December 31, 2015 and 2014	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014	F-5
Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

iOra Software Limited

We have audited the accompanying consolidated balance sheets of iOra Software Limited and Subsidiary, (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, stockholder’s deficit, and cash flows for each of the years in the two year period ended December 31, 2015. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iOra Software Limited and subsidiary as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

RBSM LLP
Henderson, Nevada

February 14, 2017

F-1

iOra Software Limited and Subsidiary
Consolidated Balance Sheets
(Audited)

	December 31,			December 31,
	2015			2014
ASSETS
Current assets
Cash	$	274		$	2,713
Accounts receivables		23,500			615,399
Other prepaid expenses		49,576			109,289
Total current assets		73,350			727,401
Furniture, equipment and software, net		99,059			147,570
Intangible asset, net		233,385			355,905
Deposit		36,199			38,217
Due from related party		-			746,706
Total assets	$	441,993		$	2,015,799
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities
Bank overdraft	$	261		$	200,403
Accounts payable and accrued liabilities		409,648			490,041
Accrued payroll		586,988			261,495
Loan payable, net of discount of $16,813 and $47,633, respectively		657,306			661,689
Due to related party		699,391			-
Deferred income - short-term portion		1,320,571			2,011,081
Total current liabilities		3,674,165			3,624,709
Deferred income - long-term portion		781,254			943,832
Total liabilities		4,455,419			4,568,541
Stockholder’s deficit Common stock, $1 par value, 1 share authorized and 1 share issued and outstanding as of December 31, 2015 and December 31, 2014, respectively		1			1
Accumulated other comprehensive income		178,586			63,233
Accumulated deficit		(4,192,013	)		(2,615,976	)
Total stockholder’s deficit		(4,013,426	)		(2,552,742	)
Total liabilities and stockholder’s deficit	$	441,993		$	2,015,799

The accompanying notes are an integral part of these consolidated financial statements.

F-2

iOra Software Limited and Subsidiary
Consolidated Statements of Operations and Comprehensive Loss
(Audited)

	For the Years Ended
	December 31,
	2015			2014
Revenues
License revenue	$	197,342		$	1,001,512
Service revenue		1,331,323			1,619,973
Total revenues		1,528,665			2,621,485
Cost of revenues		4,053			13,320
Total cost of revenues		4,053			13,320
Gross profit		1,524,612			2,608,165
Operating expenses
Selling expense		161,472			440,030
General and administrative expense		2,307,305			2,640,179
Management fees – related party		808,227			1,329,477
Total operating expenses		3,277,004			4,409,686
Loss from operations		(1,752,392	)		(1,801,521	)
Other income (expense)
Other income		43,079			-
Interest expense		(44,781	)		(58,457	)
Total other expense		(1,702	)		(58,457	)
Loss from operations before provision for income taxes		(1,754,094	)		(1,859,978	)
Benefit (provision) for income taxes		178,057			(1,439	)
Net loss	$	(1,576,037	)	$	(1,861,417	)
Other comprehensive income (loss)
Currency translation adjustments		115,353			145,056
Comprehensive loss	$	(1,460,684	)	$	(1,716,361	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

iOra Software Limited and Subsidiary

Consolidated Statement of Stockholder’s Deficit

Years Ended December 31, 2015 and 2014

(Audited)

					Accumulated Other
	Common Stock				Comprehensive			Accumulated			Stockholder’s
	Shares		Amount		Income (Loss)			Deficit			Deficit
BALANCE, December 31, 2013		1	$	1	$	(81,823	)	$	(754,559	)	$	(836,381	)
Cumulative translation adjustment		-		-		145,056			-			145,056
Net loss		-		-		-			(1,861,417	)		(1,861,417	)
BALANCE, December 31, 2014		1		1		63,233			(2,615,976	)		(2,552,742	)
Cumulative translation adjustment		-		-		115,353			-			115,353
Net loss		-		-		-			(1,576,037	)		(1,576,037	)
BALANCE, December 31, 2015		1	$	1	$	178,586		$	(4,192,013	)	$	(4,013,426	)

The accompanying notes are an integral part of these consolidated financial statements. 

F-4

iOra Software Limited and Subsidiary
Consolidated Statements of Cash Flows
(Audited)

	For the Years Ended
	December 31,
	2015			2014
OPERATING ACTIVITIES
Net loss	$	(1,576,037	)	$	(1,861,417	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		151,955			129,849
Amortization on loan discount		29,072			29,475
Changes in operating assets and liabilities:
Receivables		583,917			257,570
Other assets		68,099			(53,018
Deferred revenue		(734,584	)		1,335,119
Prepaid expenses		(12,475	)		62,097
Accrued expenses and others		339,507			(30,359	)
Accounts payable		(59,650	)		(166,416	)
Due to related parties		1,520,551			128,688
Net cash provided by (used in) operating activities		310,355			(168,413	)
INVESTING ACTIVITIES
Purchase of fixed assets		(5,761	)		(149,925	)
Proceeds from sales of fixed asset		2,231			-
Net cash used in investing activities		(3,530	)		(149,925	)
FINANCING ACTIVITIES
Bank overdraft		(194,699	)		206,557
Net cash (used in) provided by financing activities		(194,699	)		206,557
Effect of rate changes on cash		(114,565	)		(119,948	)
NET CHANGE IN CASH		(2,439	)		(231,729	)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD		2,713			234,442
END OF PERIOD	$	274		$	2,713
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

iOra Software Limited and Subsidary

Notes to the Consolidated Financial Statements

December 31, 2015 and 2014

(Audited)

1. Description of the Company

iOra Software Limited’s (the “Company” or “iOra”) principal activity is, by utilising its unique Geo-Replicator platform, the replication of SharePoint content to branch office servers, to provide remote users with faster access to SharePoint content, as well as mobile workers access to SharePoint offline on their laptops.

Corporate Structure and Business

The Company is a software company headquartered in the United Kingdom. The Company has one wholly owned subsidiary, iOra Inc, a Delaware Corporation.  The primary purpose of iOra Inc is identical to that of the Company with its clients predominantly based in the United States of America.

Corporate History 

The Company is a global replication software provider with multiple-patented technology which assists in the transfer and replication of mission-critical data over low bandwidth connections such as satellite links. Basically, we can ensure data updates are moved very efficiently over tiny bandwidths.

Originally founded in 1997 to solve specific data replication issues, the Company has grown over time to create robust patents in key geographies and has a solution used by globally recognized customers.

The Company’s customers have significant operations across more than 25 countries including many of the world’s largest military organisations and private sector multinationals.

Growth opportunities are driven by the explosion in data and increasingly decentralised IT infrastructures versus the constraints of low bandwidth connections in difficult to access territories such as military bases, commercial sites in inhospitable parts of the world and marine to shore communications, including the need for essential back up of cloud data.

The Company is a patented technology for complex data transfer and wishes to grow both organically and by the strategic acquisitions of complementary businesses to be the standard replication offering in both the defence and commercial sectors.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company (a United Kingdom Corporation) and its wholly owned subsidiary, iOra Inc. All significant intercompany transactions have been eliminated in consolidation.

F-6

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary. All material intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.

Concentration of Credit Risk for Cash Deposits at Banks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits.

The Company’s parent company, Stocksfield Limited, has an overdraft facility with the Company’s bankers, Coutts & Co. The facility is available for use by all entities within the Stocksfield Limited Group (the “Group”). The overdraft facility has a maximum drawdown limit of $354,321 (£240,000). The overdraft facility was in use by the Company at year ended December 31, 2015 is $261 (FY14: $200,403) and incurs interest at 4% above the bank’s base rate of 0.5% per annum. The overdraft has no fixed date of repayment. Interest is charged to the company’s current account on a quarterly basis.

As additional security for the facility in case of default, on February 26, 2014, the Company pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and the Company entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

Accounts Receivable

Accounts receivable represent balances related to products sold for which the Company has not received the related funds from various financial institutions as of the reporting period. Interest is not accrued on accounts receivable and all receivables are received within ninety days of the end of the reporting period and, as such, the Company has no allowance for doubtful accounts as of December 31, 2015 and 2014.

Fair Value of Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

F-7

The Company did not have any assets measured at fair value on a recurring basis at December 31, 2015 and 2014.

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued salaries, wages and payroll taxes, and other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

Intangible asset, net

Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 5 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company considers to be important which could trigger an impairment review include the following:

● Significant underperformance relative to expected historical or projected future operating results;

● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

● Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2015 and 2014, respectively.

Basis for Recording Fixed Assets, Lives, and Depreciation Methods

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	3 years
Computers and equipment	2 years
Office equipment	3 years
Software	2 years
Leasehold improvement	5 years

F-8

Loan

Loan payable consists of the loans payable to Schneider Downs (Note 8). The loan payable is recorded at carrying-value on the financial statements. The loan is at no stated interest, in accordance with ASC 500. The interest method was applied using a 4.5% borrowing rate. The Company recorded an unamortized discount based on the 4.5% borrowing rate and the discount amortized throughout the life of the loan.

Revenue Recognition

Revenue comprises revenue recognized by the Company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Software licence fees are recognized as revenue when delivery of the software has occurred provided a signed agreement is in place, the license fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable.

Maintenance contracts are invoiced in advance and income is recognized on a straight line basis over the life of the contract. Where receipts exceed recognized income on a contract the Company defers the relevant amount to be released over the remainder of the contract.

For certain key customer contracts iOra utilizes the services of sales partners who assist with the concluding of these contracts. In certain, but not all, instances a fee is agreed with the partner for providing these services. Where a sales partner is used the partner is invoiced directly and they are responsible for invoicing the final customer. When a few is agreed it is netted off the face value of the amount invoiced to the sales partner in order to arrive at the sales figure. iOra is of the view that this accurately reflects the substance of the underlying transaction and relationship and other alternatives would result in an overstatement of revenue.

In accordance with ASC 605-25, Revenue Recognition — Multiple-Element Arrangements, based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with FASB ASC 740-10. Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

Earnings (Loss) per Share

The Company utilizes FASB ASC 260. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

F-9

Foreign Currency Translation

The Company’s reporting currency is US Dollars. The accounts of iOra are maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive income (loss). Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

The relevant translation rates are as follows: for the year ended December 31, 2015 closing rate at 1.47663 US$: GBP, average rate at 1.51637 US$: GBP and for the year ended 2014 closing rate at 1.55864 US$: GBP, average rate at 1.60651 US$.

Accumulated Other Comprehensive Income

Comprehensive income is comprised of net loss and all changes to the statements of stockholders’ deficit. For the Company, comprehensive loss for the years ended December 31, 2015 and 2014 included net loss and unrealized gains from foreign currency translation adjustments.

Recent Accounting Pronouncements

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically, about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-02

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period.

We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

The Company has evaluated other recent pronouncements and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

F-10

3. Going Concern

During the year ended December 31, 2015, the Company incurred a loss of $1,576,037 and had a negative working capital of $3,600,815 as of December 31, 2015, which can indicate a material uncertainty over the ability of the Company to continue as a going concern. Included within net liabilities is a balance of $2,101,825 relating to deferred income and a balance of $699,391 due to Stocksfield Limited, the immediate parent undertaking.

The $2,101,825 deferred income balance arises from the revenue recognition policy explained further in the Revenue recognition footnote and is in line with current accounting standards. The balance principally relates to maintenance contracts which are invoiced in advance but, as the contract is delivered over time, the balance is recognized as revenue over the life of the contract.

At the date of signing the accounts, the directors can foresee no circumstance where the immediate parent undertaking, Stocksfield Limited, would seek to collect the balance of $699,391 due.

The Company manages its working capital on an aggregate basis with other members within the Group and uses a group financial structure. As a result of this, the ability for the Company to continue as a going concern is linked to other companies within the Group comprising Stocksfield Limited, being the parent entity, McKinley Software Limited, Lexalytics Limited and the Company, being the holding company of iOra Inc.

The directors have prepared the accounts on a going concern basis as Durham Capital SA, a securitization vehicle, has continued to fund the Group and provide working capital enabling it to meet its liabilities as they fall due.

4. Property and Equipment

Property and equipment consisted of the following:

	December 31,			December 31,
	2015			2014
Software	$	3,304		$	3,488
Computers and equipment		43,044			47,149
Furniture & Fixtures		9,496			10,024
Office equipment		3,573			3,772
Short term Leasehold Property		107,052			110,525
		166,469			174,958
Accumulated depreciation and amortization		(67,410	)		(27,388	)
Property and equipment, net	$	99,059		$	147,570

Depreciation and amortization expense on property, equipment and software for the years ended December 31, 2015 and 2014 was $45,416 and $16,976, respectively. The Company sold fixed assets during the 2015 financial year for $2,231.

F-11

5. Intangible Assets

During the year ended December 31, 2013, the decision was taken to dissolve iOra Limited, one of the Group entities, into the Company as iOra Limited was no longer trading but still held a number of customer contracts with its trading name. As a result, the difference between the purchase price paid and the net asset value received was found to meet the definition of an intangible asset.

Intangible assets consisted of the following:

	December 31,			December 31,
	2015			2014
Customer lists	$	518,633		$	547,547
Accumulated amortization		(285,248	)		(191,642	)
Intangible assets, net	$	233,385		$	355,905

Amortization expense on intangible assets for the years ended December 31, 2015 and 2014 was $106,539 and $112,872, respectively.

Future amortization of intangible assets is as follows:

2016	$	(103,727	)
2017		(103,727	)
2018		(25,931	)
Total	$	(233,385	)

6. Related Party Transactions

Related Party Accounts Receivable and Payable

At December 31, 2015, the Company had a payable balance of $699,391 to Stocksfield Limited for payments made by Stocksfield Limited on behalf of iOra. As of December 31, 2014, the Company had a receivable balance of $746,706 from Stocksfield Limited for payments made by iOra on behalf of Stocksfield Limited. Stocksfield Limited is the parent entity of the Company. On December 23, 2015, ownership of Stocksfield Limited was transferred to Stocksfield Holdings, a Company registered in England and Wales.

Management fees

During the years ended December 31, 2015 and 2014, the Company incurred a management fee expense payable to Stocksfield Limited of $808,227 and $1,329,477, respectively. 

7. Stockholder’s Deficit

As of December 31, 2015 and 2014, the Company authorized 1 common share having par value of $1 and had 1 common share issued and outstanding.

The 1 common share was issued to the sole stockholder, Stocksfield Limited as founder share.

F-12

8. Loan Payable

On March 12, 2013, iOra Limited, one of the Group entities, was placed into Creditors Voluntary Liquidation. As a result of intercompany financing, iOra Limited advanced an aggregate of $674,119 to the Company as an intercompany loan. Leonard Curtis were appointed joint liquidators and agreement was reached for the Company to settle full and finally the iOra Limited debt by means of two payments of $369,084 and $305,035 on January 15, 2016 and February 26, 2016, respectively.

The loan is unsecured, non-interest bearing, and subjected to a 4.5% discount rate. The Company recorded an initial discount of $96,677 and amortized throughout the life of the loan. The Company incurred interest expense from the amortized loan discount of $29,072 and $29,475 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, the loan has a balance of $657,306 and $661,689, respectively. As of December 31, 2015 and 2014, the loan has an unamortized discount balance of $16,813 and $47,633, respectively.

Subsequent to year end, the Company has not made repayment of the loan owed to Leonard Curtis. The Company is in regular communication with Leonard Curtis and the intention is that settlement will be made prior to the end of February 2017.

9. Commitments and Contingencies

Facility Sublease

On October 23, 2014, the Company entered into a five-year lease agreement effective October 23, 2014 for its corporate office. The lease agreement provides for a break clause after 36 months. Under the terms of the sublease the Company pays $4,587 per month and is responsible to pay its own expenses for utilities, taxes, insurance and repairs.  Future lease payments related to the Company's office leases as of December 31, 2015 totaled $209,720.

2016	$	55,057
2017		55,057
2018		55,057
2019		44,549
Total	$	209,720

Overdraft facility

iOra’s parent company, Stocksfield Limited, had an overdraft facility with the Company’s bankers, Coutts & Co until June 2016. The facility was available for use by all entities within the Stocksfield Limited Group. The overdraft facility had a maximum drawdown limit of $354,321 (£240,000).

As additional security for the facility in case of default, on February 26, 2014, the Company pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and the Company entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

Effective as of June 2016, the Stocksfield Limited Group overdraft borrowing was consolidated into a term loan. The loan was agreed for a sum of $312,297 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly installments of $32,531. To date all monthly repayments have been met. The final repayment date of the loan is scheduled for May 2017. As of December 31, 2015 and 2014, the Company has an overdraft balance that related to this loan of $261 and $200,403, respectively.

F-13

Guarantor on a related party loan

iOra’s parent company, Stocksfield Limited, had a loan with several amendments with Bond House SA, for which iOra is named as one of the guarantors. The total loan balance was $2,259,973 (€2,079,666) as of December 31, 2015. The loan has an extended maturity date of December 24, 2016. As of the date of this filing, this loan has yet been repaid. Stocksfield Limited and iOra have obtained a waiver from the Bond House SA indicating that at the time of the waiver Bond House is not contemplating any actions to enforce on their rights and remedies within the agreement.

Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. The Company does not believe that any of these will result in material financial loss to the business.

10. Income Taxes

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.

The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. An estimated blended effective tax rate of 19% and 21% have been used to calculate the provision for taxes based on income for the year ended December 31, 2015 and 2014, respectively.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the years ended December 31, 2015 and 2014:

	2015			2014
Net loss for the years	$	1,576,037		$	1,861,417
Adjustments:
Changes in deferred revenue		853,089			(1,206,769	)
Tax loss for the years		2,429,126			654,648
Estimated effective tax rate		19	%		21	%
Changes in deferred tax asset	$	463,894		$	135,084

The Company’s estimated NOL as of December 31, 2015 is $10,372,151. The table below summarizes the total deferred tax asset December 31, 2015 and 2014:

	2015			2014
Deferred tax asset	$	2,149,368		$	1,685,474
Valuation allowance		(2,149,368	)		(1,685,474	)
Provision for income tax	$	-		$	-

Tax rate reconciliation:

	2015			2014
UK Corporation tax rate		20	%		20	%
US Corporation tax rate		38	%		38	%

The Company has not completed its evaluation of NOL Utilization Limitations under IRC Section 382, change of ownership rules. If the Company has had a change in ownership the NOL's would be limited as to the amount that could be utilized each year, based on the Internal Revenue Code, as amended.

F-14

11. Customer Concentrations

The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, as follows:

For the year ended December 31, 2015, one customer accounted for 51% of the revenue. For the year ended December 31, 2014, two customers accounted for 46% of revenue.

The following customers accounted for more than 10% of total revenue during the financial years:

Customers	December 31, 2015		December 31, 2014
Software Box Limited	$	785,391	$	-
HP Enterprises		-		920,937
US Navy		-		286,300

12. Regional Concentrations

The following regions accounted for more than 10% of total revenue during the respective financial years:

Regions	December 31, 2015		December 31, 2014
United Kingdom	$	898,201	$	1,222,006
United States		208,299		502,062
Australia		-		298,457
Germany		180,809		-

13. Subsequent events

On July 18, 2016, it was resolved that additional 99 shares would be authorized by the Company An additional 89 common shares would be issued to Stocksfield Limited, making the total share capital in the Company owned by Stocksfield Limited, 90 common shares and 10 common shares be issued to Lexalytics Inc.

Pursuant to the Company’s Memorandum and Articles of Association, directors are entitled to issue shares on such terms and in such manner as they think fit (subject to the Company’s articles of association).

Subsequent to year end, the Company has not made repayment of the loan owed to Schneider Downs. The Company is in regular communication with Schneider Downs and the intention is that settlement will be made prior to the end of the 2016 financial year.

Effective as of June 2016, the Stocksfield Limited Group overdraft borrowing was consolidated into a term loan. The loan was agreed for a sum of $312,297 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly installments of $32,531. To date all monthly repayments have been met. The final repayment date of the loan is scheduled for May 2017. As of September 30, 2016 and December 31, 2015, the Company has an overdraft balance that related to this loan of $504 and $261, respectively.

F-15

During the period ended September 30, 2016, the Company entered into a factoring arrangement whereby cash was advanced by the factor on a large sales invoice which was issued with repayment terms.

The amount owing to the factor, Bibby Financial Services, is still outstanding in the amount of $250,000 as of January 31, 2017. This is due for repayment by February 17, 2017. This is an agreed upon amended repayment date of the facility as the funds were collectable by the factor upon collection of the funds by iOra from iOra’s customer.

On December 31, 2016, BTHC X, Inc., a Delaware corporation (”BTHC”)” entered into a contribution agreement, which was amended pursuant to a letter agreement dated February 13, 2017 (the contribution agreement and letter agreement together referred to as the “Contribution Agreement”), with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra (the “Contributors”), each of whom contributed their iOra shares to BTHC , pursuant to which BTHC effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of BTHC.

In conjunction with the Business Combination, BTHC has designated a series of 10,000,000 convertible preferred shares, par value $0.001 per share (the “BTHC Series A Convertible Preferred Stock”), which shall be convertible into shares of common stock of BTHC, par value $0.001 per share (the “BTHC Common Stock”) in accordance with the certificate of designation.

The Contributors have contributed their iOra Shares (the “Contribution”) to BTHC in exchange for 6,323,530 newly issued shares of BTHC Series A Convertible Preferred Stock, which are convertible into BTHC Common Stock at the rate of one (1) share of BTHC Series A Convertible Preferred Stock to 41.129815535 shares of BTHC Common Stock (the “Contribution Consideration”), to be issued to each Contributor in accordance with each Contributor’s Pro Rata share contribution resulting in iOra becoming a wholly-owned subsidiary of BTHC and the Contributors becoming the majority owners of BTHC.

At the closing of the Business Combination, pursuant to the terms of the Contribution Agreement, iOra contributed all of its issued and outstanding shares of capital stock (100 shares) to BTHC and issued a $75,000 promissory note (the “Promissory Note”) payable to BTHC within 14 days of Closing, which funds will be used to repay outstanding loans of BTHC. The BTHC Series A Convertible Preferred Stock gives the Contributors majority voting rights in BTHC which will allow them to increase and then split BTHC’s Common Stock by way of a shareholder vote. The resulting conversion will cause the Contributors to ultimately receive an aggregate of 9,160,000 shares of Common Stock (the “Exchange Shares”), of which 2,925,000 of the Exchange Shares (the “Escrow Shares”) will be held in escrow subject to the Company achieving certain minimum financial performance targets.

F-16

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Consolidated Financial Statements

(Introductory Note)

The unaudited pro forma consolidated balance sheet as of September 30, 2016 for iOra Software Limited. (“iOra”) and BTHC X Inc. (“BTHC”), and the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2016, give effect to transactions between iOra and BTHC occurring in connection with the Contribution Agreement that was executed on December 31, 2016 and closed on February [13], 2017, and are based on the historical financial statements of iOra, as if those transactions occurred on January 1, 2016 for purposes of the pro forma consolidated balance sheet, and on the first day of the respective periods for purposes of the pro forma consolidated statement of operations.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent what iOra's actual results of operations or financial position would have been had the transactions actually been completed on or at the beginning of the indicated periods, and is not indicative of future results of operations or financial condition.

The historical financial information of iOra for the nine months ended September 30, 2016 has been derived from the unaudited financial statements for such period. The unaudited pro forma consolidated financial information should be read in conjunction with iOra's audited consolidated financial statements and notes thereto. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable.

BTHC X Inc

Unaudited Pro Forma Consolidated Balance Sheets

September 30, 2016

	iOra Software Limted at September 30, 2016			BTHC X Inc at September 30, 2016			Combined			Pro Forma Adjustments			Notes	Consolidated Pro Forma
ASSETS
Current assets
Accounts receivables	$	49,229		$	-		$	49,229		$	-			$	49,229
Other prepaid expenses		35,120			-			35,120			-				35,120
Total current assets		84,349			-			84,349			-				84,349
Furniture, equipment and software, net		64,359			-			64,359			-				64,359
Intangible asset, net		137,136			-			137,136			-				137,136
Deposit		33,598			-			33,598			-				33,598
Total assets	$	319,442		$	-		$	319,442		$	-			$	319,442
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Bank overdraft	$	503		$	-		$	503		$	-			$	503
Accounts payable and accrued liabilities		540,018			166,316			706,334			-				706,334
Accrued payroll		383,339			-			383,339			-				383,339
Loan payable		981,990			-			981,990			-				981,990
Due to related party		1,030,744			288,882			1,319,626			(288,882	)	(c) (d) (e)		1,030,744
Deferred income - short-term portion		952,582			-			952,582			-				952,582
Total current liabilities		3,889,176			455,198			4,344,374			(288,882	)			4,055,492
Deferred income - long-term portion		169,259			-			169,259			-				169,259
Total liabilities		4,058,435			455,198			4,513,633			(288,882	)			4,224,751
Stockholder’s deficit
Preferred stock - $0.001 par value 10,000,000 shares authorized		-			-			-			10,000		(a) (e) (f)		10,000
Common stock, $0.001 par value, 40,000,000 share authorized		130			5,840			5,970			(130	)	(b)		5,840
Additional paid in capital		-			65,140			65,140			(31,968	)	(b) (d)		33,172
Accumulated other comprehensive income		542,817			-			542,817			-				542,817
Current year loss		(89,798	)		(44,844	)		(134,642	)		(170,354	)	(e) (f)		(304,996	)
Accumulated deficit		(4,192,013	)		(481,334	)		(4,673,347	)		481,334		(b)		(4,192,013	)
Total stockholder’s deficit		(3,738,864	)		(455,198	)		(4,194,062	)		288,882				(3,905,180	)
Total liabilities and stockholder’s deficit	$	319,571		$	-		$	319,571		$	-			$	319,571

1

BTHC X Inc

Unaudited Pro Forma Consolidated Statements of Operations

September 30, 2016

	iOra Software Limted for the nine months ended September 30, 2016			BTHC X Inc for the nine months ended September 30, 2016			Combined			Pro Forma Adjustments			Consolidated Pro Forma
Revenues
License revenue	$	483,998		$	-		$	483,998		$	-		$	483,998
Service revenue		1,154,609			-			1,154,609			-			1,154,609
Total revenues		1,638,607			-			1,638,607			-			1,638,607
Cost of revenues		(4,998	)		-			(4,998	)		-			(4,998	)
Total cost of revenues		(4,998	)		-			(4,998	)		-			(4,998	)
Gross profit		1,633,609			-			1,633,609			-			1,633,609
Operating expenses
Selling expense		68,395			-			68,395			-			68,395
General and administrative expense		1,020,932			44,844			1,065,776			170,354	(e) (f)		1,236,130
Management fees – related party		593,504			-			593,504			-			593,504
Total operating expenses		1,682,831			44,844			1,727,675			170,354			1,898,029
Loss from operations		(49,222	)		(44,844	)		(94,066	)		(170,354	)		(264,420	)
Interest expense		(40,576	)		-			(40,576	)		-			(40,576	)
Total interest expense		(40,576	)		-			(40,576	)		-			(304,996	)
Loss from operations before provision for income taxes		(89,798	)		(44,844	)		(134,642	)		(170,354	)		(304,996	)
Benefit (provision) for income taxes		-			-			-			-			-
Net loss	$	(89,798	)	$	(44,844	)	$	(134,642	)	$	(170,354	)	$	(304,996	)
Other comprehensive loss
Currency translation adjustments		(181,427	)		-			(181,427	)		-			(181,427	)
Comprehensive loss	$	(271,225	)		(44,844	)		(316,069	)		(170,354	)		(486,423	)
Weighted average common shares - basic and diluted		28			5,839,933						5,839,933			5,839,933

2

BTHC X Inc

Unaudited Pro Forma Consolidated Statements of Operations

December 31, 2015

	iOra Software Limted for the year ended December 31, 2015			BTHC X Inc for the year ended December 31, 2015			Consolidated			Pro Forma Adjustments		Consolidated Pro Forma
Revenues
License revenue	$	197,342		$	-		$	197,342		$	-	$	197,342
Service revenue		1,331,323			-			1,331,323			-		1,331,323
Total revenues		1,528,665			-			1,528,665			-		1,528,665
Cost of revenues		(4,053	)		-			(4,053	)		-		(4,053	)
Total cost of revenues		(4,053	)		-			(4,053	)		-		(4,053	)
Gross profit		1,524,612			-			1,524,612			-		1,524,612
Operating expenses
Selling expense		161,473			-			161,473			-		161,473
General and administrative expense		2,307,305			61,955			2,369,260			-		2,369,260
Management fees – related party		808,227			-			808,227			-		808,227
Total operating expenses		3,277,005			61,955			3,338,960			-		3,338,960
Loss from operations		(1,752,393	)		(61,955	)		(1,814,348	)		-		(1,814,348	)
Other income		43,080			-			43,080					43,080
Interest expense		(44,781	)		-			(44,781	)				(44,781	)
Total other expense		(1,701	)		-			(1,701	)		-		(1,701	)
Loss from operations before provision for income taxes		(1,754,094	)		(61,955	)		(1,816,049	)		-		(1,816,049	)
Benefit for income taxes		178,057			-			178,057			-		178,057
Net loss	$	(1,576,037	)		(61,955	)		(1,637,992	)		-		(1,637,992	)
Other comprehensive income
Currency translation adjustments		115,353			-			115,353			-		115,353
Comprehensive loss	$	(1,460,684	)	$	(61,955	)	$	(1,522,639	)	$	-	$	(1,522,639	)
Weighted average common shares - basic and diluted		1			5,839,933						5,839,933		5,839,933

3

BTHC X, Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

Note 1 - INTRODUCTION

On December 31, 2016, BTHC X, Inc., a Delaware corporation (“BTHC” or the “Company”), entered into a contribution agreement, which was amended by a letter agreement dated February 13, 2016, (the contribution agreement and letter agreement together referred to as the “Contribution Agreement”) with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra, each of whom contributed their iOra shares to the Company (the “Contributors”), Mark Thompson in his capacity as representative for the Contributors (the “Contributor Representative”), and George Syllantavos in his capacity as representative to the Company (the “Company Representative”), pursuant to which the Company effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of the Company.

In conjunction with the Business Combination, the Company filed a certificate of designation (the “Certificate of Designation”) to designate a series of 10,000,000 Series A convertible preferred shares, par value $0.001 per share (the “Series A Convertible Preferred Stock”), which shall be automatically convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) in accordance with the Certificate of Designation. At the same time, the Contributors contributed their iOra Shares (the “Contribution”) to the Company in exchange for 6,323,530 newly issued shares of Convertible Preferred Stock, which are convertible into Company Common Stock at the rate of 41.129815535 shares of Common Stock for each one (1) share of Convertible Preferred Stock, (the “Contribution Consideration”). The Contribution Consideration was issued to the Contributors in accordance with each Contributor’s Pro Rata shareholdings, resulting in iOra becoming a wholly-owned subsidiary of the Company and the Contributors becoming the majority owners of the Company.

At the closing of the Business Combination, pursuant to the terms of the Contribution Agreement, iOra contributed all of its issued and outstanding shares of capital stock (100 shares) to the Company and issued a $75,000 promissory note (the “Promissory Note”) payable to the Company within 14 days of Closing, which funds will be used to repay outstanding loans of the Company. The Series A Convertible Preferred Stock gives the Contributors majority voting rights which will allow them to increase and then split the Company’s Common Stock by way of a shareholder vote. The resulting conversion will cause the Contributors to ultimately receive an aggregate of 9,160,000 shares of Common Stock (the “Exchange Shares”), of which 2,925,000 of the Exchange Shares (the “Escrow Shares”) will be held in escrow subject to the Company achieving certain minimum financial performance targets.

For the accounting purposes, iOra shall be the surviving entity. The transaction is accounted for using the reverse acquisition method of accounting. As a result of the recapitalization and change in control, iOra is considered the accounting acquirer in accordance with ASC 805, Business Combinations. The financial statements of the accounting acquirer became the financial statements of the registrant. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of iOra and the results of the Company from the acquisition date. The accumulated earnings of iOra will be carried forward after the completion of the reverse acquisition.

Note 2 - PRO FORMA PRESENTATION

General

The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based on historical financial statements of BTHC X Inc. as if the transaction had occurred during the period ended September 30, 2016, the date of accounting acquirer’s most recent period end.

The unaudited pro forma condensed consolidated financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below. In addition, the unaudited pro forma consolidated financial statements do not purport to project the future financial position or operating results of the consolidated company. The unaudited pro forma consolidated financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission.

4

BTHC X, Inc.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

For pro forma purposes:

● The unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2016 of the companies give effect to the transaction as if it had occurred at the beginning of the most recent nine months period ended; and

● The unaudited Pro Forma Consolidated Statement of Operations for the period ended September 30, 2016 consolidated the income statements of the companies for the indicated periods, giving effect to the transaction as if it had occurred at the beginning of those periods.

● The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2015 consolidated the income statements of the companies for the indicated periods, giving effect to the transaction as if it had occurred at the beginning of those periods.

Pro forma adjustments:

The unaudited pro forma balance sheet and statements of operations reflect the following adjustments associated with the Share Exchange between iOra and BTHC:

a) Issue a total of 10,000,000 shares of Series A Convertible Preferred Stock. At such time as the Company files an amended and restated certificate of incorporation with the Secretary of State of Delaware increasing the total number of authorized shares of Common Stock to 450,000,000 shares, the Series A Convertible Preferred Stock will be automatically convertible into 411,298,155 shares of Common Stock. Of these shares, 260,085,622 (9,859,999 post reverse split) will be allocated to the Contributors pro rata to their previous shareholding in iOra, with 122,012,873 (2,924,999 post reverse split) shares held in Escrow (as described above) and 29,199,660 (699,999 post reverse split) shares issued to some of the Company’s debtholders in exchange for cancellation of their debts of $33,382.

b) Elimination of issued share capital of iOra and accumulated deficit of BTHC in exchange for convertible preference shares in BTHC.

c) A $75,000 note payable, due within 14 days following the Closing, issued by iOra to the Company.

d) Forgiveness of a $33,382 liability of the Company’s in exchange for the issuance of 709,939 shares of Series A Convertible Preferred Stock (29,199,660 post conversion).

e) Forgiveness of a $180,000 loan owed by the Company to the BTHC’s pre-Business Combination controlling shareholders.

f) Settlement of issue of Convertible Preferred Shares as well as the difference on consolidation taken to profit and loss.

These unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the separate unaudited financial statements of iOra Software Limited, as of and for the nine months ended September 30, 2016.

5