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).


 






    2


     

    

 


(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}