Blue Sphere Corporation 10-Q


 


Exhibit 10.7


AMENDMENT #5


TO THE SECURITIES PURCHASE AGREEMENT AND

TO THE $1,579,500 PROMISSORY NOTE


 


 


This Amendment
#5, dated May 10, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”)
and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)


WHEREAS, the
Issuer and the Investor entered into a Securities Purchase Agreement Document SPA-10212016 (the “SPA”) dated
as of October 24, 2016, pursuant to which the Issuer issued to the Investor a $1,053,000 Promissory Note (the “Note”),
a Warrant, and Origination Shares (All capitalized terms not otherwise defined herein shall have the meanings given such terms
in the SPA).


WHEREAS, the
Issuer and the Investor previously entered into Amendment #1 to the SPA and the Note dated February 15, 2017 adding an Origination
Share beneficial ownership limit;


WHEREAS, the
Issuer and the Investor previously entered into a Letter Agreement dated March 1, 2017 extending certain deadlines in the Note
and in the Warrants issued under the SPA;


WHEREAS, the
Issuer and the Investor previously entered into Amendment #2 to the SPA and the Note dated March 14, 2017 increasing the dollar
amount of the Note;


WHEREAS, the
Issuer and the Investor previously entered into a second Letter Agreement dated April 4, 2017 further extending certain deadlines
in the Note and in the Warrants issued under the SPA;


WHEREAS, the
Issuer and the Investor previously entered into Amendment #3 to the SPA and the Note dated April 4, 2017 extending the Maturity
Date of the Note and the date for delivery of the Origination Shares;


WHEREAS, the
Issuer and the Investor previously entered into Amendment #4 to the SPA and the Note dated April 28, 2017 further extending the
Maturity Date of the Note and the date for delivery of the Origination Shares and further extending certain deadlines in the Note
and in the Warrants issued under the SPA;


WHEREAS, the
Investor has paid all $1,500,000 of Consideration to the Issuer under the Note as previously amended by Amendment #2; and


WHEREAS, the
Issuer requests that the dollar amount of the Note again be increased to permit the Investor to pay additional Consideration to
the Issuer under the Note.


NOW, THEREFORE,
the Issuer and the Investor agree to amend the SPA and the Note as follows:


		1.	Note Amount. The Principal Sum of the Note, as previously amended, is hereby increased from
$1,579,500 to $2,106,000 and the Consideration is increased to $2,000,000. The first four sentences of the second paragraph of
the Note are hereby amended and replaced with the following:



“The Principal Sum is up
to $2,106,000 (two million one hundred six thousand) plus accrued and unpaid interest and any other fees. The Consideration is
$2,000,000 (two million) payable by wire. The Investor shall pay $750,000 of Consideration in accordance with the attached Funding
Schedule in its sole election. The Investor may pay up to an additional $1,250,000 of Consideration to the Issuer in such amounts
and at such dates as the Investor may choose, however, the Issuer has the right to reject any of those payments within 24 hours
of receipt of rejected payments.”


		2.	SPA Amendments. The reference to a Note aggregate principal amount of $1,579,500 contained
in Section 1.1 of the SPA, as previously amended, shall be amended to refer to a Note aggregate principal amount of $2,106,000.
The reference to a total Consideration amount of $1,500,000 contained in Section 1.4 of the SPA shall be amended to refer to a
total Consideration amount of $2,000,000. All references to the SPA or the Note in any of the Transaction Documents, including
any Warrants issued after the date of the SPA, shall refer to the SPA, as amended, and to the Note, as amended.





    	 



     


    

 


 


		3.	TA Letters. The Issuer agrees that the terms of the irrevocable instruction letter dated
October 24, 2016 in which the Issuer irrevocably authorized and instructed ClearTrust, LLC to issue shares of common stock of the
Issuer to the Investor without any further action or confirmation by the Issuer upon ClearTrust's receipt from the Investor of
a Conversion Notice or Exercise Notice shall apply to the Note as amended and shall apply to all warrants the Issuer has issued
to the Investor pursuant to the terms of the SPA as amended. In addition, the Issuer agrees that the terms of the irrevocable instruction
letter dated October 24, 2016 in which the Issuer irrevocably authorized and instructed ClearTrust, LLC to issue shares of common
stock of the Issuer to the Investor without any further action or confirmation by the Issuer upon ClearTrust's receipt from the
Investor of a request for issuance of Origination Shares pursuant to the Issuer's obligations under the SPA shall apply to all
requests for issuance of Origination Shares pursuant to the Issuer's obligations under the SPA as amended. If ClearTrust requires
the Issuer and/or the Investor to deliver to ClearTrust new irrevocable instruction letters to give effect to the terms of this
paragraph, the Issuer agrees that it will cooperate in good faith with the Investor in drafting and executing the new irrevocable
instruction letters and any supporting documents required by ClearTrust and the Issuer shall promptly deliver the new irrevocable
instruction letters to ClearTrust.



ALL OTHER TERMS AND CONDITIONS OF THE SPA AND THE NOTE, AS PREVIOUSLY
AMENDED, REMAIN IN FULL FORCE AND EFFECT.


 


Please indicate acceptance and approval of this Amendment by signing
below:


 


 


 


 


	/s/ Shlomi Palas	 	/s/ JMJ Financial
	Shlomi Palas	 	JMJ Financial
	Blue Sphere Corporation	 	Its Principal
	Chief Executive Officer