Exhibit
10.5


 


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


 


PROMISSORY
NOTE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


5.            Remedies.


 


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


 


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


 


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


 


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


 


	Stocksfield
                                         Limited

        Attn:
        Mark Thompson

        First
        Floor

        1-3
        Chapel Street

        Guildford
        GU1 3UH

        United
        Kingdom

        Email:
        mark.thompson@stocksfield.com
	 	Ellenoff
                                         Grossman & Schole LLP

        1345
        Avenue of the Americas

        New
        York, New York 10105

        Attn:
        Sarah Williams, Esq.

        Email:
        Swilliams@egsllp.com

        Fax:
(212) 370-7889



 


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


 


	George
                                         Syllantavos

        2
        Argyrokastrou Street

        Voula
        16673, Athens, Greece

        Fax: +30 210 8992896

        Email:
        gs.nautilus@yahoo.com

         
	 	Loeb
                                         & Loeb LLP

        345
        Park Avenue,

        New
        York, New York 10154

        Fax:
        212 937-3943

        Email:
        gcaruso@loeb.com

        Attn:
        Giovanni Caruso



 


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


 


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


 


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


 


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


 






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


 


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


 


 


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