Blue
Sphere Corporation S-1/A


 






 Exhibit
10.56 


 BLUE SPHERE CORPORATION 


 PRE-FUNDED WARRANT 


 


 


	WARRANT NUMBER:	 [___]
	ISSUANCE DATE:	[___], 2017


 


 THIS PRE-FUNDED WARRANT (this “Warrant”)
certified that, for value received, BLUE SPHERE CORPORATION, a Nevada corporation (the “Company”), as of [___],
2017 (the “Issuance Date”), hereby certifies that [___], or its registered assigns (the “Warrant Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company [___] shares (the “Warrant Shares”)
of the Company’s common stock, $0.001 par value per share (“Common Stock”), exercisable at the per share
Exercise Price (as defined in Section 7). This Warrant may be exercised any time after Issuance Date and until this Warrant is
exercised in full (the “Expiration Date”), subject to the following terms and conditions set out in this Warrant. 


   


 1.        


 Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered
Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary. 


 2.        


 Investment
Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant
for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution
and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of
applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares may bear a legend
indicating that they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from
registration requirements of the Securities Act and in accordance with federal and state securities laws. If this Warrant was
acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the Securities Act afforded by
Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf
of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. “Person”
means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other
legal entity. 


 3.        


 Validity of
Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued
and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant
will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which
the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient
number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. 


 4.        


 Registration
of Transfers and Exchange of Warrants. 


 (a)        


 Subject to
compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and
signed, to the Company at the office specified in or pursuant to Section 11. Upon any such registration or transfer, a new warrant
to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the
New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of
a Warrant Holder of a Warrant. 


 




    	 		 



    	 



    

  


 (b)        


 This Warrant
is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section
11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then
be purchased hereunder. Any such New Warrant will be dated the date of such exchange. 


 5.        


 Exercise of
Warrants. 


 (a)        


 This Warrant
may be exercised at any time and from time to time from and after the Issuance Date and through and including the Expiration Date,
for such number of Warrant Shares as is indicated in the form of “Election to Purchase”, which is attached
hereto and incorporated herein as Exhibit A. If less than all of the Warrant Shares which may be purchased under this Warrant
are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. At 5:00 P.M., New York
time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. 


 (b)        


 Exercise
of this Warrant shall be made upon surrender of this Warrant with an Election to Purchase in the form attached hereto (or attached
to such New Warrant), duly completed and signed to the Company, at its address set forth in Section 11. 


 (c)        


 A “Date
of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable),
with an Election to Purchase in the form attached hereto (or attached to such New Warrant), appropriately completed and duly signed,
and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased, as
set forth herein. 


 (d)        


 Payment
upon exercise may be made at the written option of the Warrant Holder either by cashless exercise, as set forth in Section 6,
or in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate
purchase price, for the number of Warrant Shares specified in the Election to Purchase (as such exercise number shall be adjusted
to reflect any adjustment in the total number of Warrant Shares issuable to the Warrant Holder per the terms of this Warrant)
and the Warrant Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable
Warrant Shares determined as provided herein. 


 (e)        


 The Company
shall promptly, but in no event later than ten (10) business days after the Date of Exercise as defined herein, issue or cause
to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant
Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant),
a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Act. If no such
restrictive legend is applicable, upon request of the Warrant Holder, the Warrant Shares will be recorded by book entry with the
Company’s transfer agent. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have
become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. 


 




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 6. 


 Cashless Exercise. 


 a)        


 If at any
time prior to the Expiration Date there is not an effective registration statement on file with the U.S. Securities and Exchange
Commission (the “Commission”) covering the resale of the Warrant Shares by the Warrant Holder, then at such
time this Warrant may also be exercised by means of a cashless exercise. In such event, the Holder shall surrender this Warrant
to the Company, together with a notice of cashless exercise, and the Company shall issue to the Holder the number of Warrant Shares
determined as follows: 


	 	X = Y (A-B)/A
	 	 
	 	where:
	 	 
	 	X	=	The number of Warrant Shares to be issued to the Holder.
	 	 	 	 
	 	Y	=	The number of Warrant Shares with respect to which this Warrant is being exercised.


	 	 	 	 
	 	A	=	The average closing price of Common Stock for the five (5) trading days immediately prior to the Date of Exercise.
	 	 	 	 
	 	B	=	$0.01, as adjusted as set forth herein.
	 	 	 	 	 


 


 (b)        


 For purposes
of Rule 144 of the Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to
have been commenced, on the issue date. 


 7.        


 Exercise Price.
The aggregate Exercise Price of this Warrant, except for a nominal exercise price of $0.01 per Warrant Share, was pre-funded to
the Company on or prior to the Issuance Date and, consequently, no additional consideration (other than the nominal exercise price
of $0.01 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The
Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate Exercise Price under any
circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination
Date. The exercise price per share under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise
Price”). 


 8.        


 Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis
of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant
Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its
option, (a) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (b) round the number of Warrant Shares
issuable, up to the next whole number. 


 9.        


 Adjustments. 


 (a)        


 Adjustments
for Subdivisions, Combinations and Other Issuances. If the outstanding shares of Common Stock are divided into a greater number
of shares, by forward stock split or otherwise, or a dividend in stock is paid on the Common Stock, then the number of shares
of Warrant Shares for which the Warrant is then exercisable will be proportionately increased and the Exercise Price will be proportionately
reduced. Conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, by
reverse stock split or otherwise, then the number of Warrant Shares for which the Warrant is then exercisable will be proportionately
reduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 9(a)
will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the total equity of the
Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by
any event described in this Section 9(a). 


 




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 (b)        


 Adjustments
for Merger, Consolidation, Reclassification, Reorganization, Etc. In case of any change in Common Stock through merger, consolidation,
reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company,
or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will
be made so that the Warrant Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount
of shares of stock or other securities or property to which the Warrant Holder would have been entitled if, immediately prior
to such event, the Warrant Holder had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such
case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and
interest thereafter of the Warrant Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly
as reasonably may be, in relation to any shares of stock deliverable upon the exercise of the Warrant. The Company will not permit
any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the
Warrant Holder agrees to comply with the provisions of this Warrant. 


 10.        


 Holder’s
Exercise Limitations. 


 (a)        


 The Company
shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant,
to the extent that after giving effect to such issuance after exercise as set forth on the applicable Election to Purchase, the
Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of
the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to
a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to
the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 10
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 10, in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon
the written or oral request of a Holder, the Company shall within two (2) trading days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. 


 




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 (b)        


 The “Beneficial
Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 10, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 10
shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 10 to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. 


 (c)        


 “Affiliate”
shall mean 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. 


 (d)        


 “Common
Stock Equivalents” shall mean any securities of the Company or any subsidiaries of the Company which would entitle the
holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant
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. 


 (e)        


 The limitations
contained in this Section 10 shall apply to a successor holder of this Warrant. 


 11.        


 Notice.
All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight delivery, or email transmission if such transmission is
confirmed, by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses
(or to such other addresses which such party shall subsequently designate in writing to the other party): 


	 	(a)	If to the Company:


 


	 	Blue Sphere Corporation
	 	301 McCullough Drive, 4th Floor
	 	Charlotte, North Carolina  28262
	 	Attention: Shlomi Palas
	 	Email: shlomi@bluespherecorporate.com


 


 with a copy
to: 


 


	 	Thompson Hine LLP
	 	335 Madison Avenue, 12th Floor
	 	New York, NY  10017
	 	Attention: Peter J. Gennuso, Esq.
	 	Email: peter.gennuso@thompsonhine.com


 


	 	(b)	If to the Warrant Holder:


 


	 	 	 
	 	 	 
	 	 	 
	 	Attention:	 	 
	 	Email: 	 	 


 




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 12.        


 Miscellaneous. 


 (a)        


 This Warrant
shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing and signed by the Company and the Warrant Holder. 


 (b)        


 Nothing
in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of
the Company and the Warrant Holder. 


 (c)        


 Without
the prior written consent of the Company, this Warrant, or any of the rights granted hereunder, shall not be transferred, assigned,
pledged, hypothecated or otherwise disposed of (whether by operation of law or otherwise) by the Warrant Holder, and shall not
be subject to execution, attachment or similar process, unless (i) an effective registration statement is on file with the Commission
covering the resale of the Warrant Shares by the Warrant Holder, or (ii) the Warrant Shares are otherwise exempt from the registration
requirements under the Act. Any such attempted transfer or disposition of the Warrant or of any rights granted hereunder contrary
to the provisions of this section, or the levy of any attachment or similar process upon the Warrant or such rights, shall be
null and void. 


 (d)        


 The headings
herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof. 


 (e)        


 In case
any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant. 


 (f)        


 The Warrant
Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or
equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant. 


 (g)        


 This Warrant
shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts
of laws. 


 (h)        


 The Company
and the Warrant Holder shall submit all disputes arising under this Warrant to arbitration in New York, New York before a single
arbitrator of the American Arbitration Association (the “AAA”). The arbitrator shall be selected by application
of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice
law in the State of New York. No party hereto will challenge the jurisdiction or venue provisions as provided in this section.
Nothing in this section shall limit the Warrant Holder’s right to obtain an injunction for a breach of this Agreement from
a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator fully adjudicates the dispute. 




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 IN WITNESS WHEREOF, the Company
and Holder have caused this Warrant to be duly executed by the authorized officer as of the date first above stated. 


 


 


	 	THE COMPANY:
	 	 
	 	blue sphere corporation 
	 	 
	 	 
	 	By:	 
	 	Name:	Shlomi Palas
	 	Title: 	Chief Executive Officer


 


 


 


	 	WARRANT HOLDER: 
	 	 
	 	 
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 


 


 


 [Signature
Page to Pre-Funded Warrant] 


 




    	 



    	 



    

 FORM OF ELECTION TO PURCHASE 


 (To be executed by the Warrant
Holder to exercise the right to  


 purchase shares of Common Stock
under the foregoing Warrant) 


 


 


 Blue Sphere Corporation 


   


   


 Re: Election to Purchase Shares of Common
Stock Under the Warrant 


   


 Gentlemen: 


   


 In accordance with the Warrant enclosed
with this Election to Purchase, the undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock of
Blue Sphere Corporation at an original Exercise Price of USD $________ per share, subject to adjustment under the terms and conditions
of the Warrant, and encloses herewith $____________ in cash, certified or official bank check(s), which sum represents the aggregate
price for the number of shares of Common Stock to which this Election to Purchase relates, together with any applicable taxes
payable by the undersigned pursuant to the Warrant. Any capitalized terms used but not defined in this Election to Purchase shall
have the meaning ascribed to them in the accompanying Warrant. 


 The undersigned requests that certificates
for the shares of Common Stock issuable upon this exercise be issued in the name of: 


	 	Name:	 	 
	 	Taxpayer ID:	 	 
	 	Address:	 	 
	 	 	 	 


 


 If the number of shares of Common
Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: 


	 	Name:	 	 
	 	Address:	 	 
	 	 	 	 


 


 The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act. 


 


 HOLDER: 


 


	Name:	 	 
	 	 	 
	 	 	 
	By:	 	 
	Title:	 	 
	Dated:	____________________, _________	 


 


 (Signature must conform in all
respects to name of Holder as specified on the face of the Warrant) 




    	 



    	 



    

 NOTICE OF CASHLESS EXERCISE 


   


   


   


 TO: Blue Sphere Corporation 


 [Address] 


 Attn:  Secretary 


   


   


 The undersigned hereby elects to purchase
______________ shares (the “Shares”) of the Common Stock of Blue Sphere Corporation, at an original Exercise
Price of USD $______ per share, pursuant to the cashless exercise provision of Section 6 of the attached Warrant. 


   


   


 Please issue a certificate or certificates
representing the Shares in the name of the undersigned or in such other name as is specified below: 


 


 


	 	Name:	 	 
	 	Taxpayer ID:	 	 
	 	Address:	 	 
	 	 	 	 


 


 


 The undersigned represents that the undersigned
is an “accredited investor,” and that the Shares are being acquired for the account of the undersigned for investment
and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention
of distributing or reselling such shares. 


 


 


 HOLDER: 


 


	Name:	 	 
	 	 	 
	 	 	 
	By:	 	 
	Title:	 	 
	Dated:	____________________, _________