Blue Sphere Corporation 8-K/A


 


Exhibit 10.1


 





April
3, 2018


 


By
Email


 


[DEBENTURE
HOLDER]


 


Re:
Senior Debenture/April Maturity Date Extensions and Warrants


 


Gentlemen:


 


Reference
is made to that certain Subscription Agreement, dated December 23, 2015, pursuant to which each of you purchased from Blue Sphere
Corporation (“We”, the “Company” or “Blue Sphere”) a Senior Debenture, as subsequently amended
(except for [one]), in the aggregate principal amount of $3,000,000 (each a “Senior Debenture” and collectively, the
“Senior Debentures”), and a $0.05 Warrant (“$0.05 Warrant”) and a $0.075 Warrant (“$0.075 Warrant”,
and with the $0.05 Warrant, the “Warrants”) pursuant to the terms and conditions stated therein (the “December
2015 Offering”). Capitalized terms used in this letter agreement shall have the meaning ascribed to such terms in the Senior
Debenture or the Warrants, as the case may be.


 


Reference
is further made to that certain Senior Debenture/Maturity Date Extension and Warrants Letter Agreement, dated on or about December
21, 2017, by and among the Company and Holders of the Senior Debentures (collectively, the “Group”) regarding the
extension of the Maturity Date of Senior Debentures, Repricing of certain Warrants and the issuance of New Warrants, as more fully
detailed therein (the “December Letter Agreement”).


 


Thank
you for agreeing to extend further the Maturity Date of your Senior Debenture as more fully detailed herein. . We appreciate your
cooperation in this regard and, in turn, agree to the following:


 


I.        
   Maturity Date Extension to May 7, 2018


 


(i)           December
Letter Agreement Payment, Interest and 1% Extension Fee Payment to be Paid on May 7, 2018: As consideration for extending
the Maturity Date to May 7, 2018, the Company shall pay to the Group an aggregate of $241,315 representing the following: (a)
$120,000 due and owing under the December Letter Agreement; (b) $91,315 in Interest due and owing under the Senior Debenture for
the period commencing on December 23, 2017 through April 2, 2018; and (c) $30,000 as an Extension Fee (collectively, the “May
Payment”).


 


The
May Payment shall be paid to the Group on or before May 7, 2018 (the “May Deadline”). The May Payment made pursuant
to this Letter Agreement shall be on a pro rata basis to each of you, based on your investment relative to the other members
of the Group, as more fully detailed on Schedule A attached hereto.


 


(i)           New
Warrant: Blue Sphere shall issue new warrants to purchase up to an aggregate of 227,272 shares of the Company’s common
stock, at an exercise price equal to the December 21st Closing Price (the “New Warrants”). The New Warrants shall
be issued on a pro rata basis to each of you, based on your investment relative to the other members of the Group, as more
fully detailed on Schedule A attached hereto.


 






    


     


    

 


II.          Maturity
Date Extension to June 30, 2018


 


(i)          Maturity
Date Extension : As consideration for extending the Maturity Date to June 30, 2018 (the “June Maturity Date”),
the Company shall be obligated to pay to the Group an additional one percent (1%) extension fee of $30,000, payable on or before
the June Maturity Date.. Such extension fee shall be on a pro rata basis to each of you, based on your investment relative
to the other members of the Group, as more fully detailed on Schedule A attached hereto. In addition, interest on the Senior Debentures
shall continue to accrue at the rate of eleven percent (11%) through the June Maturity Date and shall be payable on or before
the June Maturity Date.


 


(ii)         Failure
to Make Payments by the June Maturity Date: In the event that the Company does not pay all amounts due and owing under the
Senior Debentures on or before the June Maturity Date, then the Maturity Date of the Senior Debentures shall be automatically
extended to December 31, 2018 and, in consideration for this extension: (a) the Senior Debentures shall, commencing on July 1,
2018, accrue interest at the rate of $2,000 per day (the “Extension Date Interest”); and (b) the Company shall be
obligated to pay a “Failure to Pay” fee equal to five percent (5%) of the total Principal Amount invested by the Group,
or an aggregate of $150,000 (“Failure to Pay Fee”). The Failure to Pay Fee shall be due and payable at any time between
July 1, 2018 and December 31, 2018. Further, the Extension Date Interest shall be paid on a pro rata basis to each of you,
based on your investment relative to the other members of the Group, as more fully detailed on Schedule A attached hereto.


 


IV.        Other



 


(i)          Further
Amendment to Senior Debenture. All of the Senior Debentures shall again be amended to reflect, among other things, (a) the
Maturity Date extensions detailed herein; (b) the inclusion of the Extension Date Interest;; and (c) the inclusion of a Failure
to Pay Fee, all of which as detailed in the Third Amendment to Senior Debenture.


 


(ii)         Repayment
from Certain Proceeds: The Company shall repay all amounts due and owing under the Senior Debentures from proceeds received
from the following transactions: (a) financing in conjunction with an uplist transaction; (b) a private placement conducted by
one or more placement agents; or (c) a financing transaction with BlackRock, Inc.


 


In
connection with consummating the foregoing, please find attached to this letter agreement the Third Amendment to Senior Debenture
(except for [one] who shall receive a Second Amendment to the Senior Debenture), and a New Warrant, attached hereto as Exhibit
A and Exhibit B, respectively. Each of these documents has been signed by the Company. Therefore, please countersign each where
indicated and return a copy to us, along with your countersignature to this Letter Agreement. We shall provide to you a set
of all closing documents, including original copies of the securities, as soon as possible, following receipt of countersigned
documents from all members of the Group. 


 






    


     


    

 


 Once
again, thank you for your continued support of Blue Sphere.  


 


	 	Very truly yours,
	 	 
	 	Blue Sphere Corporation
	 	 	 
	 	By: 	/s/ Shlomi Palas
	 	Name: 	  Shlomi Palas
	 	Title: 	   Chief Executive officer




 


Accepted
and Agreed to as of the date first written above:


 





	HOLDER:	 
		 
	 	 	 
	(entity name, if applicable)	 
	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title: