SECURITIES PURCHASE AGREEMENT

EX. 2.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of September 18, 2009, between Pierre Galoppi, an individual residing at 5521 Riviera Drive, Coral Gables, FL 33146 (the “ Seller ”), BTHC X, Inc., a Delaware corporation (“ BTHCX ”), and Magellan Alpha Investments, Corp., a Marshall Islands corporation (the “ Purchaser ”).

WHEREAS , the Seller owns an aggregate of 1,576,782 shares of the common stock of BTHCX, representing 90.0% of the issued and outstanding shares of BTHCX’s common stock as of today’s date; and

WHEREAS , subject to the terms, conditions and limitations set forth in this Agreement, the Seller wishes to sell, and Purchaser wishes to purchase, an aggregate of 1,576,782 shares of the common stock of BTHCX par value $0.001 per share (the “ Common Stock ” or the “ Shares ”); and

WHEREAS , the consideration for the Common Stock shall be $0.17 per share of Common Stock (for a total of $270,000; the “ Common Stock Purchase Price ” or the “ Purchase Price ”); and

WHEREAS , the Purchaser also wishes to simultaneously purchase, directly from BTHCX, an additional 4,087,953 shares of Common Stock, under the terms of a separate Subscription Agreement (as defined below), for a consideration of $60,000, so that in the aggregate Purchaser owns 97.0% of BTHCX’s issued and outstanding Common Stock.

NOW, THEREFORE , in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Seller, BTHCX and the Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1      Definitions . In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“ Board of Directors ” means the board of directors of BTHCX.

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

“ Closing ” means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“ Closing Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Purchase Price and (ii) the Seller’s obligations to deliver the Shares, in each case, have been satisfied or waived.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Stock ” means the common stock of BTHCX, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Common Stock Equivalents ” means any securities of BTHCX or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Preferred Stock ” shall mean the Preferred Stock of BTHCX, par value $.001 per share.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Shares ” has the meaning set forth in the Preamble.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Short Sales ” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“ Subscription Agreement ” means the agreement under which the Purchaser subscribes for an aggregate of 4,087,953 shares of Common Stock in addition to the Common Stock purchased hereunder for an aggregate of $60,000, as of the Closing Date.

“ Subsidiary ” means any subsidiary of BTHCX and shall, where applicable, also include any direct or indirect subsidiary of BTHCX formed or acquired after the date hereof.

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

“ Transaction Documents ” means this Agreement, the Subscription Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means Securities Transfer Corp., the current transfer agent of BTHCX, and any successor transfer agent of BTHCX.

ARTICLE II.

PURCHASE AND SALE

2.1      Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, the Seller agrees to sell, and the Purchaser agrees to purchase, an aggregate of 1,576,782 shares of Common Stock. Purchaser shall deliver to the Seller via wire transfer or a certified check of immediately available funds equal to the Purchase Price, subject to adjustment as set forth herein, and the Seller shall deliver to Purchaser its certificate( s) representing the Shares. The Seller and Purchaser shall each deliver to the other items set forth in Section 2.2 deliverable at the Closing. Upon waiver or satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 150 East 42 ^nd Street, 11 ^th Floor, New York, New York 10017, or such other location as the parties shall mutually agree.

2.2     Deliveries .

(a)     On or prior to the Closing Date, the Seller or BTHCX shall deliver or cause to be delivered to the Purchaser the following:

(b)     On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Seller the following:

2.3    Closing Conditions .

(a)     The obligations of the Seller and BTHCX hereunder in connection with the Closing are subject to the following conditions being met:

(b)     The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of BTHCX . Except as set forth in the SEC Reports, which SEC Reports shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the applicable SEC Report, BTHCX hereby makes the following representations and warranties to Purchaser as of the Closing Date. All representations and warranties hereunder shall be deemed to encompass BTHCX’s Subsidiaries.

(a)      Subsidiaries . BTHCX has no Subsidiaries other than Sur-America Ventures, Inc., a Delaware corporation.

(b)    Organization and Qualification . BTHCX is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. BTHCX is not in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. BTHCX is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of BTHCX, taken as a whole, or (iii) a material adverse effect on BTHCX’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Notwithstanding the foregoing, the following events, changes, conditions or effects shall not be deemed to have a “Material Adverse Effect:” (A)  any action or omission of BTHCX taken with the prior written consent of the Purchaser; or (B) any violations or other matters that occur as a result of the taking of any action expressly required by this Agreement or the failure to take any action prohibited from being taken by this Agreement.

(c)    Authorization; Enforcement . BTHCX has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by BTHCX and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of BTHCX and no further action is required by BTHCX, the Board of Directors or BTHCX’s stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by BTHCX and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of BTHCX enforceable against BTHCX in accordance with its terms, except : (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)     No Conflicts . (i)     The execution, delivery and performance by BTHCX of the Transaction Documents, the sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of BTHCX’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of BTHCX, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a BTHCX debt or otherwise) or other understanding to which BTHCX is a party or by which any property or asset of BTHCX is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which BTHCX is subject (including federal and state securities laws and regulations), or by which any property or asset of BTHCX is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(ii)     There are no contracts, agreements or understandings, oral or written, to which BTHCX is party which in any way prohibit or restrict, either currently, with the passage of time or the giving of notice, BTHCX from engaging in any lawful business in any location anywhere in the world whatsoever.

(e)      Filings, Consents and Approvals . BTHCX is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by BTHCX of the Transaction Documents, other than: (i) the filing of a Current Report on Form 8-K with regard to the transactions contemplated hereby , and (ii) the filing with the Commission required to be made under Rule 14f-1 under the Exchange Act (collectively, the “ Required Approvals ”).

(f)      Issuance of the Shares .      The Shares are duly authorized, duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by BTHCX other than restrictions on transfer provided for in the Transaction Documents.

(g)      Capitalization . There are 50,000,000 shares of BTHCX capital stock authorized for issuance, of which 10,000,000 are shares of Preferred Stock, none of which are issued and outstanding, and 40,000,000 are shares of Common Stock, 1,760,565 of which are issued and outstanding prior to the consummation of the transactions contemplated by the Transaction Documents. BTHCX has never issued any capital stock or securities convertible into its capital stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which BTHCX is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The consummation of the transactions contemplated by the Transaction Documents will not obligate BTHCX to issue shares of Common Stock or other securities to any Person (other than the Purchaser ) and will not result in a right of any holder of BTHCX’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of BTHCX are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the consummation of the transactions contemplated by the Transaction Documents. There are no stockholders agreements, voting agreements or other similar agreements with respect to BTHCX’s capital stock to which BTHCX is a party or, to the knowledge of BTHCX, between or among any of BTHCX’s stockholders.

(h)     SEC Reports; Financial Statements . Other than a Form 14f-1 with respect to a transaction which closed in May of 2009, BTHCX has filed all reports, schedules, forms, statements and other documents required to be filed by BTHCX under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as BTHCX was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. BTHCX has never been an issuer subject to Rule 144(i) under the Securities Act . The financial statements of BTHCX included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of BTHCX as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)      Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) BTHCX has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in BTHCX’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) BTHCX has not altered its method of accounting, (iv) BTHCX has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) BTHCX has not issued any equity securities to any officer, director or Affiliate. BTHCX does not have pending before the Commission any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to BTHCX or its business, properties, operations, assets or financial condition, that would be required to be disclosed by BTHCX under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j)      Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of BTHCX , threatened against or affecting BTHCX, or any of its respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. BTHCX is not, nor is any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of BTHCX, there is not pending or contemplated, any investigation by the Commission involving BTHCX or any current or former director or officer of BTHCX. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by BTHCX under the Exchange Act or the Securities Act .

(k)     Labor Relations . No material labor dispute exists or, to the knowledge of BTHCX, is imminent with respect to any of the employees of BTHCX, which could reasonably be expected to result in a Material Adverse Effect. None of BTHCX’s employees is a member of a union that relates to such employee’s relationship with BTHCX, and BTHCX is not a party to a collective bargaining agreement, and BTHCX believes that its relationships with its employees are good. No executive officer, to the knowledge of BTHCX, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject BTHCX to any liability with respect to any of the foregoing matters. BTHCX is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)     Compliance . BTHCX is not: (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by BTHCX under), nor has BTHCX received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) in or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)     Regulatory Permits . BTHCX possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess suc