SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of October 22, 2014, is entered into by and between Blue Sphere Corp., a Nevada
corporation (the “Company”), and Eastmore Capital, LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States Securities and
Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires
to purchase from the Company a 10% Convertible Note of the Company, in the form attached hereto as Exhibit A, in the principal
amount of $62,500.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”
and together with the Note, the “Securities”) of common stock, $0.001 par value per share (the “Common Stock”),
of the Company, upon the terms and subject to the limitations and conditions set forth in such Note.
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 Company and the Purchaser agree as follows:
and Sale of Note.
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees
to purchase from the Company, the Note for an aggregate purchase price of $62,500.00 (“Purchase Price”).
of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
to the Company, in accordance with the Company’s written wiring instructions, simultaneously with delivery of the Note,
and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery
of such Purchase Price.
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 8 and Section 9 below,
the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business day
following the date hereof or such other mutually agreed upon time (the “Closing Date”) at the offices of Purchaser’s
2. Purchaser’s Representations and Warranties. The Purchaser represents and warrants to the Company as of the
date hereof and at Closing that:
Purpose. Purchaser is acquiring the Securities for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations
herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its
business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute
any of the Securities in violation of applicable securities laws.
Investor Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).
on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Securities.
The Purchaser acknowledges that it has had the opportunity to review the Company’s filings and reports filed with the SEC.
The Purchaser and its advisors, if any, have been, and for so long as the Securities remain outstanding will continue to be, furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been reasonably requested by the Purchaser or its advisors, provided that the Purchaser has not been
furnished with, and the Company shall not in the future deliver to the Purchaser without its consent, any material non-public
information concerning the Company. The Purchaser and its advisors, if any, have been, and for so long as the Securities remain
outstanding will continue to be, afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigation conducted by Purchaser or any of its advisors or representatives shall modify, amend or affect Purchaser’s
right to rely on the Company’s representations and warranties contained in Section 3 below. The Purchaser understands that
its investment in the Securities involves a significant degree of risk.
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.
or Re-sale. The Purchaser understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Purchaser shall have delivered to the Company
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be reasonably acceptable to the Company or (c) the Securities are sold pursuant to Rule 144; (ii) any sale
of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of such Rule and further, if such
Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person
is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms
and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to
the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
The Purchaser understands that the Note and Conversion Shares have not been registered under the 1933 Act and shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such
“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE] HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM AND REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) following a sale thereof pursuant to an effective registration statement
covering the resale of such Security, (b) following any sale of such Security pursuant to Rule 144 (assuming the transferor is
not an affiliate of the Company), (c) if such Security is eligible to be transferred under Rule 144 without volume or manner of
sale restrictions (provided that the Purchaser provides the Company with reasonable assurances that such Securities are eligible
for transfer under Rule 144, which at the option of the Company may include an opinion of Purchaser’s counsel), or (d) in
connection with a transfer (other than under Rule 144) the Purchaser provides the Company with an opinion of counsel, in form,
substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the
effect that a public sale or transfer of such Security may be made without registration under the 1933 Act. The Purchaser agrees
to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any.
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with
and Warranties of the Company. Except as otherwise disclosed in the SEC Documents (as such term is defined in section 3(g)
below), the Company represents and warrants to the Purchaser, as of the date hereof and the Closing Date, that:
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and, except with respect to any Israeli Subsidiary, in good standing under the laws of the jurisdiction in which it is
incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on
its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries
of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified
as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property
or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or
in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect
on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole,
or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, of which the Company is a direct or indirect
owner of 50% or greater of such corporation or other organization.
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the
terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the consummation by
it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion and exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note and each of such instruments will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms.
As of the date hereof, the authorized capital stock of the Company, is as set forth in the Company’s most recent periodic
report filed with the SEC and the Company has 50,894,114 shares issued and outstanding. The Company has made available to the
Purchaser true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms
of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof
in respect thereto.
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note, as the case
may be, in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes,
liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
of Dilution. The Company’s executive officers and directors understand the nature of the Securities being sold hereby
and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders
of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded,
in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled
to receive equity of the Company.
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except in the case of clauses (ii) and (iii) of this sentence,
such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). To the knowledge of the Company, the businesses of the Company and its Subsidiaries,
if any, are not being conducted in violation of any law, ordinance or regulation of any governmental entity except such violations
of law, ordinance or regulation as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency,
regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform
any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the
Securities in accordance with the terms hereof and thereof and to issue the Conversion Shares. All consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected
on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTCQB and does not reasonably
anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future. The Company and its Subsidiaries are
unaware of any facts or circumstances which might give rise to any of the foregoing.
Documents. The Company is in material compliance with its reporting requirements under the Securities Exchange Act of 1934,
as amended (“1934 Act” or “Exchange Act”). The Company is subject to the reporting requirements of the
1934 Act. All reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC on or
after September 30, 2013 have been filed (all periodic and current reports filed by the Company with the SEC since such date are
referred to herein as the “SEC Documents”).
of Certain Changes. Except as disclosed in the SEC Documents, since September 30, 2013, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition,
results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. To the extent not already disclosed in the SEC Documents, Schedule 3(i) contains a
complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting
the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Purchaser or any of its
respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Purchaser’s purchase of the Securities.
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Purchaser. The issuance of the Securities to
the Purchaser will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.
Except with respect to the Company’s retention of Carter, Terry Company (the “Broker”), the Company hereby represents
and warrants that it has not hired, retained or dealt with any broker, finder, consultant, person, firm or corporation in connection
with the negotiation, execution or delivery of this Agreement or the transactions contemplated hereunder. The Company covenants
and agrees that should any claim be made against Purchaser for any commission or other compensation by any broker, finder, person,
firm or corporation, including without limitation, the Broker, based upon the Company’s engagement of such person in connection
with this transaction, the Company shall indemnify, defend and hold Purchaser harmless from and against any and all damages, expenses
(including attorneys’ fees and disbursements) and liability arising from such claim. The Company shall pay the commission
of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company and the Broker.
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement)
has the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred
in connection therewith as such debts mature.
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be, an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.
“Shell”. The Company is not currently, and for a period of one (1) year prior to the date hereof has not been,
a “shell company”, as described in Rule 144(i)(1).
Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of
Existence. So long as the Purchaser beneficially owns the Securities, the Company shall maintain its corporate existence and
shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale
of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction assumes
the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith.
of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes.
The Company will obtain and, so long as the Purchaser owns any of the Securities, maintain the listing and trading of its Common
Stock on the OTCQB, OTCBB or any equivalent replacement exchange, the Nasdaq Stock Market (“Nasdaq”), the New York
Stock Exchange (“NYSE”), or the NYSE MKT, f/k/a American Stock Exchange (“AMEX”), and will comply in all
material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.
Laws Disclosure; Publicity. The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K,
within four (4) business days following the date hereof, disclosing all the material terms of the transactions contemplated hereby,
if the Company deems the transactions contemplated hereby to constitute material non-public information. Notwithstanding the
foregoing to the contrary herein, the Company shall not file copies of this Agreement or the Note with the SEC or any other third
party unless such is required by any applicable law or regulation. The Company and Purchaser shall consult with each other in
issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall
issue any such press release or otherwise make any such public statement containing or referencing the Purchaser’s name
or identity without the prior written consent of Purchaser, except if such disclosure is required by law, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or communication.
Information. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement,
the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the
Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands
and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions
to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares
in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note, or any part thereof,
in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company
proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement and the Securities (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in the Note))
signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933
Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in
Section 2(g) of this Agreement. The Company warrants that, except as may be required by applicable law: (i) no instruction other
than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect
to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act
or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities
shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement
and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in
transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser
upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not
fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any
restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares
issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement.
Nothing in this Section shall affect in any way the Purchaser’s obligations and agreement set forth in Section 2(g) hereof
to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating the intent and purpose
of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section, that the Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Purchaser
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
a) The Purchaser shall have executed this Agreement and delivered
the same to the Company.
Purchaser shall have delivered the Purchase Price to the Company.
c) The representations and warranties of the Purchaser shall be true and correct
in all material respects as of the date when made and as of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date), and the Purchaser shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Purchaser at or prior to the Closing Date.
d) No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing
is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions
are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:
Company shall have executed this Agreement and delivered the same to the Purchaser.
Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in
accordance with Section 1 above.
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser
simultaneously with Closing).
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and
the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser
shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing
Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited
to certificates with respect to the Company’s Articles of Incorporation, By-laws, incumbency, and Board of Directors’
resolutions relating to the transactions contemplated hereby.
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not
limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act
Conversion Shares shall have been authorized for quotation on the OTCQB and shall not have been suspended by the SEC or FINRA.
10. Governing Law; Miscellaneous.
Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or
any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non
conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
or any other transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law.
Requirements. From the date of this Agreement until the Notes are no longer outstanding, the Company will comply in all material
respects with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section
12(g) of the 1934 Act, whether or not the Company is then subject to such reporting requirements, and comply with all requirements
related to any registration statement filed pursuant to this Agreement. The Company will use reasonable efforts not to take any
action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or
suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the Notes are
no longer outstanding. The Company will maintain the quotation or listing of its Common Stock on the OTCQB (or any similar organization
or agency succeeding to its functions of reporting prices) (whichever of the foregoing is at the time the principal trading exchange
or market for the Common Stock (the “Principal Market”), and will comply in all material respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. As of
the date of this Agreement and the Closing Date, the OTCQB is the Principal Market. Until the Note is no longer outstanding, the
Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all material respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.
Default. In the event commencing twelve (12) months after the Closing Date and ending twenty-four (24) months thereafter,
the Purchaser is not permitted to resell any of the Conversion Shares without any restrictive legend or if such sales are permitted
but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscriber of Rule 144(b)(1)(i)
under the 1933 Act or any successor rule (a “144 Default”), for any reason except for Purchasers’ status
as an Affiliate or “control person” of the Company, or as a result of a change in current applicable securities laws,
then the Company shall pay such Purchaser as liquidated damages and not as a penalty an amount equal to two percent (2%) of the
value of Conversion Shares (based on the closing sale of the Common Stock) subject to such 144 Default during the pendency of
the 144 Default of each thirty day period thereafter (or portion thereof).
and Expenses. On or prior to the Closing, the Company shall pay Purchaser the non-accountable sum of $5,000.00 for its legal
fees and expenses. The Purchaser may withhold and offset the balance of such amount from the payment of its Purchase Price otherwise
payable hereunder at Closing, which offset shall constitute partial payment of such Purchase Price in an amount equal to such
offset. Except as expressly set forth in this Agreement or the Note to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees,
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order
to enforce any right or remedy under the Note. Notwithstanding any provision to the contrary contained in herein or under the
Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments in the nature of
interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that the Company may be obligated to pay under the Note or herein exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Note is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to the Note from the effective date forward, unless such application is precluded by
applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser
with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing signed by the Purchaser.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile or email, with accurate confirmation generated by the transmitting
facsimile machine or computer, at the address, email or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:
|Eastmore Capital, LLC
|40 Wall Street, Suite 1700
|New York, NY 10005
|Attn: Felicia Preston
|Blue Sphere Corp.
|35 Asuta Street
|Even Yehuda, L3 40500
|Attn: Shlomo Palas, CEO
Each party shall provide notice to the other party
of any change in address.
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f) and any applicable law, the Purchaser may assign
its rights hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. The Company agrees
to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Agreement, that the Purchaser shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the same agreement.
Any signature transmitted by facsimile, e-mail, or other electronic means shall be deemed to be an original signature.
(Remainder of page intentionally left blank)
IN WITNESS WHEREOF, the undersigned Purchaser
and the Company have caused this Agreement to be duly executed as of the date first above written.
|BLUE SPHERE CORP.
|/s/ Shlomo Palas
|Name: Shlomo Palas
|Title: Chief Executive Officer
|EASTMORE CAPITAL, LLC