Exhibit 10.1


 


BTHC X, Inc.


P.O. Box 500, East Taunton, MA 02718-0500




 


May 16, 2017


 


Mr. Michael E. Fasci
Sr.


45 Summer Street


Taunton, MA 02780


 


RE: Employment
Agreement


 


Dear Mr. Fasci:


 


The
purpose of this letter (“Letter Agreement”) is to memorialize the terms and conditions upon which we have agreed
to offer you employment with BTHC X, Inc. (the “Company,” “we” or “us”).


 


1.     Title; Responsibilities. Commencing on Date: May 16, 2017 (the “Commencement Date”), you will
be employed as the Company’s Chief Financial Officer and will report to the Board of Directors (the “Board”)
of the Company. You will report to and take direction from at least 66% of the Board. In addition, subject to this Agreement,
you may be terminated by at least 66% of the Board. You agree to perform such duties and responsibilities commensurate with your
position and as may be reasonably requested by the Board from time to time. Without limiting the generality of the foregoing,
you will be involved in planning, developing, implementing and expanding the financial operations and reporting obligations of
the Company.


 


2.
     Board Seat. The Company, together with the Board, hereby elects you, and vests you with the power and
authority the same as all other members, as a member of the Board. You hereby agree to serve as a member of the Board
effective as of the Commencement Date. We agree that the foregoing election to the Board and your role as a member of the
Board is separate from your role as Chief Financial Officer of the Company. You may only be removed from the Board by a vote
that equals at least 66% of the Board. This Section 2 shall survive the expiration or earlier termination of this Agreement
and does not and shall not impact in any manner your Board seat.


 


3.      Term of Employment. Subject to the rights of termination by you and the Company set forth in this Letter Agreement,
your employment will begin on the Commencement Date and continue for a period of two (2) years thereafter (the “Term”),
subject to renewal for an additional one-year period (the “Renewal Term”) upon approval by the Board, unless
your employment has been terminated prior thereto by either you or the Company. If you desire to extend your employment for the
Renewal Term, you will submit a written request for such renewal to the Board no sooner than twelve (12) months and no later than
two (2) months prior to the expiration of the Term. Within thirty (30) days of receipt of such written request, the Board (in
consultation with the Company’s Compensation Committee) will advise you whether such renewal has been approved.


 


 


 






    	 		 



     

    

 


4.      Place
of Employment. You will be responsible for establishing a Company office in Taunton, Massachusetts. You will work primarily
out of the Massachusetts office and you will not be required to relocate your residence during the Term (including any Renewal
Term) of your employment with the Company. However, you may be required to travel as needed.


 


5.       Full-time
Employment. Subject to the other provisions of this Section 4, you agree to work on a best efforts basis to execute your responsibilities
as Chief Financial Officer of the Company. Without limiting the generality of the foregoing, you agree not to render full-time
services of a business, professional or commercial nature to any other person, firm or corporation; however, you may serve as
an advisor or a board director to any other unrelated companies so long as such service does not interfere with your ability to
comply with this Letter Agreement and is not competitive with or otherwise in conflict with the operations of the Company.


 


6.       Base
Salary Compensation. You will receive, as a guaranteed base salary for your employment, annual compensation of Seventy Thousand
Dollars ($70,000) for the Term. If your employment is extended for the Renewal Term, your annual base compensation for the Renewal
Term will be determined at that time by the Board or the Compensation Committee, but in no event shall it be less than $70,000.
Your base compensation will be paid in accordance with the Company’s standard payroll practices as in effect from time to
time, but in no event less frequently than monthly.


 


7.       Bonus
Compensation. In addition to your base salary, you will be entitled to receive an annual bonus equal to 1% percent (1%) of
the Company’s EBITDA for that year. The annual bonus shall be paid no later than 31 days (i.e., by January 31st)
following the end of each calendar year or the completion of the annual audit, whichever is later. If your employment is terminated
for any reason prior to the expiration of the Term or the Renewal Term, as applicable, your annual bonus will be prorated for
that year based on the number of days worked in that year.


 


8.       Equity
Participation. Upon commencement of your employment, you (or to a trust or other related or affiliated entity designated by
you for estate planning purposes) are entitled to a Warrant (Fasci #1) to purchase up to Eighty-Seven Thousand Six Hundred and
Sixty-Seven (87,667) shares of common stock of the Company at an exercise price of $1 per share with a cashless exercise option
as well. This warrant shall be exercisable for a period of 5 years and shall vest immediately upon the execution of this agreement.
The warrants issued to you shall include demand rights, wherein on demand the Company will assume the cost of registration proportional
to all shares being registered from other parties, and further the warrants shall have usual and customary piggyback rights at
no cost to you for registration. In addition, you are entitled to two additional warrants, as follows: 1) a warrant (Fasci #2)
to purchase up to Eighty-Seven Thousand Six Hundred and Sixty-Seven (87,667) shares of the common stock of the Company at an exercise
price of $1 per share which shall vest and be issued to you on the first anniversary date of this agreement, and 2) a warrant
(Fasci #3) to purchase up to Eighty-Seven Thousand Six Hundred and Sixty-Seven shares of the common stock of the Company at an
exercise price of $1 per share which shall vest and be issued to you on the second anniversary date of this agreement. In the
event of a “Change in Control” as defined by below, all warrants shall vest immediately. The form of Warrant Agreement
is attached hereto as Exhibit A.


 


 


 






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9.       Expense
Reimbursement. The Company will reimburse you for all reasonable and necessary travel and other out-of-pocket business expenses
incurred by you in the performance of your duties and responsibilities, subject to and consistent with the Company’s business
expense reimbursement policies in effect from time to time, including an itemized list of the expenses incurred and appropriate
receipts and supporting documentation. When you travel via airplane on Company business, you will be entitled to first class or
business class commercial airplane accommodations.


 


10.    Vacation.
You will be entitled to paid vacation of not less than four (4) weeks per year in accordance with the Company’s vacation
policy in effect from time to time. Your vacation will be planned consistent with your duties and obligations as Chief Financial
Officer.


 


11.    Other
Benefits. You will be entitled to participate in all group employment benefits that are offered by the Company to the Company’s
senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including
any eligibility requirements. In addition, the Company will purchase and maintain during the Term (including any Renewal Term)
an insurance policy on your life in the amount of One Million Dollars ($1,000,000), payable to your named heirs or estate as the
beneficiary.


 


12.    Directors
and Officers Insurance. The Company will maintain a policy of directors’ and officer’s liability insurance with
broad form coverage, insuring you as both an officer and director of the Company and with coverage limits of not less than One
Million Dollars ($1,000,000) per occurrence.


 


 


 






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13.    Termination
by Company for Cause; Termination by Employee without Good Reason; Death of Employee. If, prior to the expiration of the Term
(including any Renewal Term), the Company terminates your employment for “Cause” (as defined below), or if
you voluntarily terminate your employment without “Good Reason” (as defined in Section 13(c) below), or if
your employment is terminated by reason of your death, then all of the Company’s obligations hereunder shall cease immediately,
and you will not be entitled to any further compensation beyond any pro-rated base salary due and bonus amounts earned through
the effective date of termination. All warrants which have vested shall survive the termination of your employment for any reason.
You will be reimbursed for any expenses incurred prior to the date of termination for which you were not previously reimbursed.
For purposes of this Letter Agreement, “Cause” is defined as any one or more of the following:


 


(a)    You
are convicted of or plead nolo contendere to any felony or gross misdemeanor involving fraud, dishonesty, or moral turpitude
as a result of your commission of any act during the Term (or any Renewal Term), which conviction or plea prevents you from performing
your duties or other obligations to the Company hereunder or has an adverse effect on the reputation or business activities of
the Company.


 


(b)    You
have engaged in fraud, embezzlement, theft, or willful deception, or have engaged in other dishonest acts during the Term (or
any Renewal Term), which are detrimental to the business of the Company.


 


(c)    You
have breached the non-solicitation or non-competition covenants set forth in Section 13 of this Letter Agreement, have willfully
engaged in the diversion of any corporate opportunity or other similar, serious conflict of interest or self-dealing inuring to
your benefit and to the Company's detriment.


 


(d)    You
have excessively used alcohol or have used illegal drugs, which substantially and materially interferes with the performance of
your duties under this Letter Agreement after receipt of written notice from the Company demanding substantial performance, setting
forth the nature of the failure, and your failure to remedy within a reasonable time thereafter, not to exceed thirty (30) days.


 


(e)    You
have violated state, federal or local laws and ordinances requiring equal employment opportunity and prohibiting discrimination
and harassment based on race, creed, color, national origin, sex, honorably discharged veteran or military status, sexual orientation,
or the presence of any sensory, mental, or physical disability, or any other category protected by law.


 


(f)     Your
willful violation of a material policy of the Company.


 


(g)    Your
material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company.


 


(h)    Your
willful and material failure to comply with the Company's written policies or rules, as they may be in effect from time to time
during the Employment Term, if such failure causes material reputational or financial harm to the Company.







 


For
purposes of this provision, no act or failure to act on Your part shall be considered “willful” nless it is done, or
omitted to be done, by You in bad faith or without reasonable belief that your action or omission was in the best interests of
the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon
the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, You in good faith and
in the best interests of the Company. Moreover, in the event that the Company claims that Section 13(f)-(h) entitle the Company
to terminate your employment for “Cause,” the Company shall give you notice in writing and you shall have thirty (30)
days to cure any condition the Company asserts gives rise to “Cause.”


 


 


 






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14.    Termination
by Company without Cause; Termination by Employee for Good Reason or Due to Disability.


 


(a)    If
the Company terminates your employment at any time prior to the expiration of the Term (including any Renewal Term) without Cause,
or if you terminate your employment at any time for “Good Reason” or due to a “Disability”
(as such terms are defined below), subject to your execution of a general release of claims in favor of the Company, its affiliates
and their respective officers and directors in a form provided by the Company (the “General Release”) and such
General Release becoming effective within thirty (30) days following the Termination Date (such 30-day period, the “Release
Execution Period”) you will be entitled to receive: (i) your base salary amount through the end of the Term (or
the Renewal Term, as applicable); and (ii) your annual bonus amount for each year during the remainder of the Term (including
the Renewal Term, as applicable), which bonus amount shall be equal to the greater of (A) the annual bonus amount for the
immediately preceding year, or (B) the bonus amount that would have been earned for the year of termination, absent such
termination; and (iii) your three Warrants described herein will be fully and immediately issued to you. Such payments shall
be made ten (10) days after the General Release becomes effective unless you revoke the General Release.


 


(b)    If
the Company terminates your employment without Cause, the Company shall give you not less than thirty (30) days advance written
notice of such termination. If you elect to terminate your employment for Good Reason or due to your Disability, you shall give
the Company not less than thirty (30) days advance written notice of such termination.


 


(c)    For
purposes of this Letter Agreement, “Good Reason” means any one or more of the following:


 


(i)       a
material breach by the Company of any provision of this Letter Agreement, including without limitation, the Company’s failure
to pay you any salary, bonus or benefits,


 


(ii)       a
requirement by the Company that you change your primary work location to a location more than twenty-five (25) miles from Taunton,
Massachusetts, without your consent to such change;


 


(iii)       the
creation and continuation of a hostile work environment which continues without corrective action being taken by the Company for
a period of more than fifteen (15) days following written notice by you to the Company identifying the nature and cause of such
hostile work environment; or


 


(iv)       the
Company, without your consent (A) materially changes your title or position, (B) makes any material change or reduction
in your duties or responsibilities, (C) materially reduces your salary, bonus compensation, or equity participation, or (D) assigns
duties or responsibilities to you that are materially inconsistent with your position as Chief Financial Officer of the Company;


 


 


 






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Provided
that you give the Company written notice specifying the condition or event constituting “Good Reason” within ninety
(90) days of when the event occurs or the condition arises and the Company fails to cure within (30) days of receipt of such notice.


 


(d)    For
purposes of this Letter Agreement, “Disability” means you are unable to perform the essential functions of
your position as Chief Financial Officer of the Company, with reasonable accommodation, due to mental or physical illness or incapacity
for an aggregate of ninety (90) days during any period of three hundred sixty (360) consecutive days during the Term (or any applicable
Renewal Term).


 


15.    Termination
Due to Change in Control.


 


(a)    Termination
at Time of Change in Control. If there has been a “Change in Control” (as defined below) and the Company
(or its successor or the surviving entity) terminates your employment without Cause as part of or in connection with such Change
in Control (including any such termination occurring within one (1) month prior to the effective date of such Change in Control),
then, subject to your execution of the General Release and the General Release becoming effective within the Release Execution
Period in addition to the benefits set forth in Section 13(a) above, you will be entitled to the following: (i) an increase
of $30,000 in your annual base salary amount (or an additional $2,500 per month) through the end of the Term (or the Renewal Term,
as applicable); plus (ii) a gross-up in the annual base salary amount each year to account for and to offset any tax that
may be due by you on any payments received or to be received by you under this Letter Agreement that would result in a “parachute
payment” as described in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”);
and (iii) the Warrant and additional warrants shall be fully and immediately available. Such payments will be made ten (10)
days after the General Release becomes effective unless you revoke the General Release.


 


(b)    Termination
After Change in Control. If the Company (or its successor or the surviving entity) terminates your employment without Cause
within twelve (12) months after the effective date of any Change in Control, or if you terminate your employment for Good Reason
within twelve (12) months after the effective date of any Change in Control, then, subject to your execution of the General Release
and the General Release becoming effective within the Release Execution Period in addition
to the benefits set forth in Section 13(a), you will be entitled to the following: (i) an increase of $30,000 in your annual
base salary amount (or an additional $2,500 per month), which increased annual base salary amount shall be paid for the remainder
of the Term (or the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; (ii) a
gross-up in the annual base salary amount each year to account for and to offset any tax that may be due by you on any payments
received or to be received by you under this Letter Agreement that would result in a “parachute payment” as described
in Section 280G of the Code; (iii) payment of your annual bonus amount as set forth in Section 13(a)(ii) for each year during
the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever
is longer; (iv) health insurance coverage provided for and paid by the Company for the remainder of the Term (including the
Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; and (v) the Warrant
and additional warrants shall be fully and immediately available. Such payments will be made ten (10) days after the General Release
becomes effective unless you revoke the General Release.


 


 


 






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(c)    Change
in Control Definition. For purposes of this Letter Agreement, “Change in Control” means any one of the
following occurrences: (i) the Company is party to a merger or consolidation with or into another entity or group of entities
(except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation
continue to hold solely in respect of their interests in the Company’s capital stock immediately prior to such merger or
consolidation) at least fifty percent (50%) of the voting power of the capital stock of the Company or the surviving or acquiring
entity); (ii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series
of related transactions, to a corporation, person or group of affiliated persons, of the Company’s securities if, after
such closing, such person or group of affiliated persons would hold fifty percent (50%) or more of the outstanding voting stock
of the Company; or (iii) a sale, lease, assignment, transfer or disposal of all or substantial majority of the assets of
the Company (other than a pledge of such assets or grant of a security interest therein to a commercial lender in connection with
a commercial lending or similar transaction);; provided, however, that an equity financing by the Company in which
the Company issues warrants, shares of its common stock or preferred stock , shall not be considered a Change of Control.


 


16.    Non-Solicitation;
Non-Competition. You agree that during the term of your employment with the Company and for a period of two (2) years following
termination of your employment, you will not: (a) solicit or induce any employee of the Company to leave the employ of the
Company; (b) cause or attempt to cause any existing or prospective customer, client, distributor, vendor, supplier or provider
of services to the Company who then has a relationship with the Company for current or prospective business, to terminate, limit,
discontinue or in any manner modify, or fail to enter into, any actual or potential business relationship with the Company; or
(c) provide any services, whether as an employee, consultant, officer, director, partner, manager, member or otherwise, to
any individual, company or other entity that competes with, or is a competitor of, the Company.. Notwithstanding the foregoing
provisions, none of the restrictive covenants contained in this section 15 shall apply at any time following your termination
of employment if: (i) your employment is terminated by the Company without Cause; (ii) you terminate your employment
with Good Reason; or (iii) the Company fails to extend your employment for the Renewal Term.


 


 


 






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17.     Confidential
Information. You acknowledge that your services to be rendered hereunder will place you in a position of confidence and trust
with the Company and will allow you access to “Confidential Information” (as defined below). You agree that
at all times during and after the term of your employment hereunder, you will maintain the Confidential Information in strictest
confidence and will not, unless required to do so in the ordinary course of the Company’s operations, disclose to any person,
or use for your own personal use or financial gain, whether individually or on behalf of another person, any Confidential Information.
Without limiting the generality of the foregoing, you acknowledge that the Company may have agreements and/or relationships with
other persons that may impose obligations or restrictions regarding the confidential nature of work or information relating to
such persons, and you agree to be bound by all such obligations and restrictions. As used herein, the term “Confidential
Information” means any non-public information relating to the Company and its businesses including, but not limited
to, information regarding any trade secrets, proprietary knowledge, business plans, operating procedures, finances, financial
condition, customers, clients, suppliers, distributors, agents, business activities, budgets, strategic or financial plans, objectives,
marketing plans, products, services, price and price lists, operating and training materials, data bases and analyses; provided,
however, that Confidential Information shall not include information: (i) already known to you prior to its disclosure
to you, or (ii) that is or becomes generally known to the public through no act or omission by you, or (iii) becomes
available to you from a source other than the Company, provided that such source is not subject to or bound by any duty or obligation
of confidentiality with respect to such information.


 


18.     Executive’s
Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and
preparation of this Letter Agreement and associated estate planning services, but in no event, shall such payment exceed the sum
of Two Thousand dollars ($2,000).


 


19.     Entire
Agreement. This Letter Agreement, including any exhibits hereto, embodies all the representations, warranties, covenants and
agreements in relation to the subject matter hereof. No other representations, warranties, covenants, understandings or agreements
in relation hereto exist between the parties except as otherwise expressly provided herein.


 


20.     Amendment.
This Letter Agreement may not be amended, and the compensation and employee benefits made available to you pursuant to this Letter
Agreement may not be changed, except by an instrument in writing signed by both parties hereto.


 


21.     Applicable
Law. This Letter Agreement has been made and executed under, and will be construed and interpreted in accordance with, the
laws of the State of Massachusetts, without giving effect to its conflict of law principles for the purpose of applying the laws
of another jurisdiction.


 


 


 






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22.     Provisions
Severable. Every provision of this Letter Agreement is intended to be severable from every other provision of this Letter
Agreement. If any provision of this Letter Agreement is held to be void or unenforceable, in whole or in part, or unreasonable
or excessive in scope or duration with the result that such provision (or portion thereof) as drafted is void or unenforceable,
such provision shall be deemed to be reformed to the minimum extent necessary so that such provision as reformed may and shall
be legally enforceable. If any provision of this Letter Agreement is held to be void or unenforceable, in whole or in part, and
cannot be reformed and made enforceable as provided in the immediately preceding sentence, the remaining provisions will remain
in full force and effect.


 


23.     Non-Waiver
of Rights and Breaches. Any waiver by a party of any breach of any provision of this Letter Agreement will not be deemed to
be a waiver of any subsequent breach of that provision, or of any breach of any other provision of this Letter Agreement. No failure
or delay in exercising any right, power, or privilege granted to a party under any provision of this Letter Agreement will be
deemed a waiver of that or any other right, power, or privilege. No single or partial exercise of any right, power, or privilege
granted to a party under any provision of this Letter Agreement will preclude any other or further exercise of that or any other
right, power, or privilege.


 


24.     Resolution
of Disputes.


 


(a)    Arbitration.
All claims and disputes between the parties hereto regarding any provision of this Letter Agreement or otherwise arising out of
this Letter Agreement shall be settled by final and binding arbitration held in Boston, Massachusetts, under the then effective
Comprehensive Arbitration Rules and Procedures of JAMS. Judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction. The award rendered by the arbitrator shall be final and binding on the parties. The arbitrator shall
have the authority to award any remedy or relief that a court in the State of Massachusetts could order or grant, including specific
performance of any obligation created under this Agreement, the issuance of an injunction or other provisional relief, or the
imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator shall apply the law of the State of
Massachusetts in deciding the merits of any dispute. The arbitrator shall provide a written and reasoned explanation for any award
rendered in the arbitration. By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to
issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement
of any award.


 


(b)    Costs
and Fees. The prevailing party (as determined by the arbitrator or other trier of fact) in any dispute resolved under Section
23(a) shall be entitled to be indemnified and held harmless by the other party thereto for all costs incurred in the arbitration
or litigation, including but not limited to the cost of the record or transcripts thereof, arbitration or court fees, reasonable
attorneys’ and expert witnesses’ costs and fees, and all other costs and fees incurred therein.


 


(c)    Equitable
Remedies. You acknowledge that: (i) it would be difficult to calculate damages to the Company from any breach of your
obligations under Sections 15 and 16 of this Letter Agreement, (ii) that injury to the Company from any such breach would
be irreparable and impracticable to measure, and (iii) that the remedy at law for any breach or threatened breach of the
provisions of Sections 15 and 16 of this Letter Agreement would therefore be an inadequate remedy and, accordingly, the Company
shall, in addition to all other available remedies set forth herein, be entitled to specific performance, injunctive and other
similar equitable remedies without posting bond or proving actual damages.


 


 


 






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25.     Interpretation
of Agreement. Each of the parties has had the opportunity to be represented by legal counsel in the negotiation and preparation
of this Letter Agreement, and the parties agree that this Letter Agreement is to be construed as jointly drafted. Accordingly,
this Letter Agreement will be construed according to the fair meaning of its language, and the rule of construction that ambiguities
are to be resolved against the drafting party will not be employed in the interpretation of this Letter Agreement.


 


26.     Survival
of Provisions. All provisions of this Letter Agreement which by their terms are intended to survive any termination of your
employment shall survive in accordance with their respective terms.


 


27.     Assignment.
This Letter Agreement is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators,
personal representatives, successors, and permitted assigns. This Letter Agreement is personal to you and the availability of
you to perform services and the covenants provided by you hereunder have been a material consideration for the Company to enter
into this Letter Agreement. Accordingly, you may not assign any of your rights or delegate any of your duties under this Letter
Agreement, either voluntarily or by operation of law, without the prior written consent of the Company, which may be given or
withheld by the Company in its sole and absolute discretion.


 


28.     Counterparts.
This Letter Agreement and any amendment or supplement to this Letter Agreement may be executed in counterparts, each of which
will constitute an original but all of which will together constitute a single instrument. Transmission by facsimile or electronically
of an executed counterpart signature page hereof by a party hereto shall constitute due execution and delivery of this Letter
Agreement by such party.


 


 


 






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Please confirm your agreement with the foregoing
by signing and returning to the undersigned a copy of this Letter Agreement.


 


	 	Very truly yours,
	 	 	 
	 	BTHC X, Inc.
	 	 	 
	 	 	/s/ Mark Thompson
	 	By:	Mark Thompson
	 	Its:	Director


 


Agreed to:


 


	/s/ Michael E. Fasci Sr.	 	May 16, 2017
	Michael E. Fasci
    Sr.	 	Date


 


 


 






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EXHIBIT
“a”


wARRANT


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL
NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


BTHC
X, INC.


 


FORM
OF 


Warrant
To Purchase Common Stock


 


Warrant
No.: _______________


Number
of Shares of Common Stock per Warrant No.: _________


Date
of Issuance: __________ (“Issuance Date”)


 


BTHC
X, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Michael E. Fasci Sr., the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants
to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or
times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on
the Expiration Date (as defined below), 87,667 fully paid non-assessable shares of Common Stock (as defined below) (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 15. Capitalized terms used but not otherwise defined in this Warrant shall have the meanings set forth in the Letter
Agreement (as defined below). This Warrant is the Warrant to purchase Common Stock (this “Warrant”) issued
pursuant to (i) the Employment Agreement (the “Employment Agreement”), dated as of May 16, 2017 (the “Subscription
Date”), by and among the Company and Michael E. Fasci Sr. (“Fasci”) or to a trust or other related or affiliated
entity designated by Fasci for estate planning purposes.


 






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1.     
EXERCISE OF WARRANT.


 


(a)   
Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on
any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by (i) delivery of a written
notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election
to exercise this Warrant and (ii) if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d)
of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer
of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise
Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder;
provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the
Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the
first Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the
Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit
by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder
and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver
any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has
received all of the Exercise Delivery Documents. On or before the second Trading Day following the date on which the Company has
received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall, (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend
regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program
or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such
Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant
Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any
such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of
the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares
and a replacement Warrant (if necessary) upon exercise of this Warrant; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 






    	 	13	 



     

    

 


(b)   
Exercise Price. For purposes of this Warrant, “Exercise Price” means $1.00, subject to adjustment
as provided herein.


 


(c)   
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason
to issue to the Holder within three (3) Business Days of the Exercise Date a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the
Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise of this Warrant, and if on or after such Trading Day the Holder purchases, or another Person purchasers on the Holder’s
behalf or for the Holder’s account (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company
(a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s written request
and in the Holder’s discretion, either (i) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and
(ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which
such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of
the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 






    	 	14	 



     

    

 


(d)    Cashless
Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


		Net
                                         Number	=	(A
                                         x B) - (A x C)
	 	 	 	             B



 


For purposes of
the foregoing formula:


 


		A =	the total number of shares with respect to which this
Warrant is then being exercised.



 


		B =	the arithmetic average of the Closing Sale Prices of
the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the
Exercise Notice.



 


		C =	the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.





  





(e)     Rule
144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date hereof,
assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the Issuance Date.


 


(f)     Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 


(g)    Beneficial
Ownership. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1)
the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported.


 


(h)    No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 






    	 	15	 



     

    



 


2.      ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a)     Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date subdivides (by
any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time
on or after the Subscription Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement
or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision
or combination becomes effective.


 


(b)    Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by
such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect
the rights of the Holder; provided that no such adjustment pursuant to this Section 2(b) will increase the Exercise Price or decrease
the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


(c)     Voluntary
Adjustment By Company. The Company may, in its sole discretion, at any time during the term of this Warrant reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(d)     Calculations.
All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 2, 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.


 


3.       RIGHTS
UPON DISTRIBUTION OF ASSETS.


 


(a)    If
the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holders)
evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase
any security other than the Common Stock (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction
of which the denominator shall be the Weighted Average Price determined as of the record date mentioned above, and of which the
numerator shall be such Weighted Average Price on such record date less the then per share fair market value at such record date
of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock
as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided
to the Holder 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.


 






    	 	16	 



     

    

 


4.      PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)    Purchase
Rights.In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all of the
record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the exercise of this Warrant and on the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(b)    Fundamental
Transactions. In the event of a Fundamental Transaction, the Warrants held by Holder, if not yet vested, shall vest immediately
and shall be fully exercisable in accordance with the terms of this Warrant. The Company shall not enter into or be party to a
Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section
(4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the
Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of the Warrants in exchange
for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected
by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory to the Required Holders. Upon the
occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after
the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation
of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon
exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock
(or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of the publicly traded common stock or common shares (or its equivalent) of the Successor Entity (including its Parent
Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant
been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant.
In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction
pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange
for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that
the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the
Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or other securities, cash, assets or other
property) purchasable upon the exercise of this Warrant prior to such Corporate Event, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have
been entitled to receive upon the happening of such Corporate Event had this Warrant been exercised immediately prior to such
Corporate Event. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to
the Required Holders. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


(c)     Applicability
to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 






    	 	17	 



     

    

 


5.      NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith comply with all the provisions of this Warrant and take all actions consistent with effectuating the
purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable upon exercise of
this Warrant then outstanding (without regard to any limitations on exercise).


 


6.      WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 






    	 	18	 



     

    

 


7.      REISSUANCE
OF WARRANTS.


 


(a)     Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver the completed
and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing
the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant
Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred.


 


(b)     Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to
purchase the Warrant Shares then underlying this Warrant.


 


(c)     Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional
shares of Common Stock shall be given.


 


(d)     Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


 


8.      NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
the employment agreement between the Company and Michael E. Fasci Sr. dated February 13, 2017.


 


9.      AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Required Holders. Any such amendment shall apply to all Warrants and be binding upon all registered holders
of such Warrants.


 






    	 	19	 



     

    

 


10.    GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of Massachusetts, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in
the state of Massachusetts for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant
and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.
The Company and, by accepting this Warrant, the Holder, each irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder,
each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN
ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


11.    CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


12.    DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days
of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2)
Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the
investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than ten Business Days from the time it receives the disputed determinations or calculations.
The prevailing party in any dispute resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable
expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute. Such investment
bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.


 


13.    REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company
to comply with the terms of this Warrant.


 






    	 	20	 



     

    

 


14.    TRANSFER.
Subject to applicable laws, this Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company


 


15.    CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)     “Bloomberg”
means Bloomberg, L.P.


 


(b)     “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(c)     “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid
price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during the applicable calculation period.


 


(d)     “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share
capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
Stock.


 


(e)     “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market, The NASDAQ
Global Select Market, or The NASDAQ Capital Market.


 


(f)      “Expiration
Date” means the fifth anniversary of the Exercisability Date or, if such date falls on a day other than a Trading Day
or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal trading market
for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded
(a “Holiday”), the next date that is not a Holiday.


 






    	 	21	 



     

    

 


(g)    “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii)
allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to,
or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize,
recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used
for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.


 


(h)    “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Common
Stock Equivalents.


 


(i)     “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(j)     “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency thereof.


 


(k)    “Principal
Market” means The OTC Market.


 


(l)     “Required
Holders” means, as of any date, the holders of at least a majority of the Warrants outstanding as of such date.


 


(m)   “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(n)    “Trading
Day” means any day on which shares of Common Stock are traded on the Principal Market, or, if the Principal Market is
not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which
the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common
Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 






    	 	22	 



     

    

 


(o)    “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 


[Signature
Page Follows]


 






    	 	23	 



     

    

 





IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.


 


	 	BTHC
    X, Inc.
	 	 	 
	 	By:	
	 	Name:	Mark Thompson
	 	Title:	Director




 






    	 	24	 



     

    

 





EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


BTHC
X, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of BTHC X, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


                   ____________a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


                   ____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms
of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 





	Date:
    _______________ __, ______	
	 	Name
of Registered Holder
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:	
	 	 	
	 	Tax
    I.D.#	




 






    	 	A-1	 



     

    

 





EXHIBIT
B


 


ASSIGNMENT
FORM


 


BTHC
X, INC.


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	
	 	 	(Please
    Print)
	 	 	 
	Address:	 	
	 	 	(Please
    Print)
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
Signature:                                                               	 	 
	 	 	 
	Holder’s
    Address:                                                                 	 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 


 


B-1