Blue Sphere Corporation 10-Q


 


Exhibit 10.6


 


AMENDMENT #4

TO THE SECURITIES PURCHASE AGREEMENT

TO THE $1,579,500 PROMISSORY NOTE

AND TO THE COMMON STOCK PURCHASE WARRANTS


 


This Amendment #4, dated April 28, 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;


 


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;


 


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; and


 


WHEREAS, the Issuer issued additional common
stock purchase warrants to the Investor on December 20, 2016, February 14, 2017, March 14, 2017, and April 13, 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 1, 2017 or the third business day after the closing of the Public Offering,” the date of May 1, 2017 shall be replaced
with the date of May 19, 2017.


 


 


2. Extension
of Origination Shares Dates. The references to the date of May 1, 2017 in Sections 1.3.1 and 1.3.2 of the SPA (as previously
amended) shall be replaced with the date of May 19, 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 May 19, 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 #4 Signature Page]