Blue
Sphere Corporation S-1/A


 


 Exhibit
10.55 


   


 AMENDMENT #6

TO THE SECURITIES PURCHASE AGREEMENT

TO THE $2,106,000 PROMISSORY NOTE

AND TO THE COMMON STOCK PURCHASE WARRANTS 


 This Amendment #6, dated May 18,
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 13, 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 Issuer and the Investor
previously entered into Amendment #5 to the SPA and the Note dated May 10, 2017 further increasing the dollar amount of the Note;
and 


 WHEREAS, the Issuer issued additional
common stock purchase warrants to the Investor on December 20, 2016, February 14, 2017, March 14, 2017, April 13, 2017, and May
11, 2017 (such warrants, plus the Warrant, all as previously amended, the “Warrants”). 


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


 1.       Extension
of Maturity Date. In the sentence in the Note (as previously amended) that states “The Maturity Date is the earlier
of May 19, 2017 or the third business day after the closing of the Public Offering,” the date of May 19, 2017 shall be replaced
with the date of June 2, 2017. 


 2.       Extension
of Origination Shares Dates. The references to the date of May 19, 2017 in Sections 1.3.1 and 1.3.2 of the SPA (as previously
amended) shall be replaced with the date of June 2, 2017. 


 3.       Extension
of Nasdaq Approval Date Section 6(xxiii) of the Note and Section 1.11(xxiii) of the Warrants shall hereinafter be deleted
and replaced with the following text: “(xxiii) the Issuer fails to obtain from Nasdaq or NYSE by June 2, 2017 conditional
approval of the listing of the Issuer's common stock on The Nasdaq Capital Market or NYSE-MKT subject only to completion of the
Public Offering pursuant to the Registration Statement and to the Issuer's common stock maintaining the minimum price requirements
prior to uplisting;”. 


 




    	 



    	 



    

 


 4.       Conditional
Waiver of Default. The Investor conditionally waives the defaults for the Issuer's failure to meet the previously amended
Maturity Date of the Note, delivery date for the Origination Shares, and Nasdaq approval deadlines, but the Investor does not
waive any damages, fees, penalties, liquidated damages, or other amounts or remedies otherwise resulting from such defaults (which
damages, fees, penalties, liquidated damages, or other amounts or remedies the Investor may choose in the future to assess, apply
or pursue in its sole discretion) and the Investor's conditional waiver is conditioned on the Issuer's not being in default of
and not breaching any term of the Note or the SPA or any other Transaction Documents at any time subsequent to the date of this
Amendment (if the Issuer triggers an event of default or breaches any term of the Note, the SPA, or the Transaction Documents
at any time subsequent to the date of this Amendment, the Investor may issue a notice of default for the Issuer's failure to meet
the original Maturity Date of the Note, delivery date of the Origination Shares, or Nasdaq approval deadlines. 


 ALL OTHER TERMS AND CONDITIONS OF THE SPA, THE
NOTE, AND THE WARRANTS, 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	 	 


 


 


 [Amendment #6 Signature Page]