Blue Sphere Corporation 8-K 


Exhibit 10.1


SECURITIES PURCHASE AGREEMENT


DOCUMENT SPA-10212016


This Securities
Purchase Agreement (this “Agreement”) is dated as of October 24, 2016, between Blue Sphere Corporation, a Nevada
corporation (the “Issuer”) and [________] (the “Investor”) (referred to collectively herein
as the “Parties”).


WHEREAS, the
Issuer’s Board of Directors is expected to vote in favor of a resolution permitting the Issuer’s Board of Directors
to conduct a reverse split of the Issuer’s common stock in a ratio to be determined by the Issuer’s Board of Directors
(the “Reverse Split”);


WHEREAS, the
Issuer intends to seek the written consent of a majority of the outstanding voting securities of the Issuer in favor of a resolution
permitting the Reverse Split;


WHEREAS, the
Issuer intends to file an S-1 registration statement with the SEC by December 15, 2016 (the “Registration Statement”)
pursuant to which the Issuer intends to conduct a public offering of its securities to raise gross proceeds to the Issuer of at
least $15,000,000 (the “Public Offering”);


WHEREAS, the
Issuer will be applying to NASDAQ or NYSE MKT to uplist its common stock for trading on The NASDAQ Capital Market or NYSE MKT;


WHEREAS, the
Issuer has engaged Maxim Group as the investment bank to conduct the Public Offering;


WHEREAS, the
Issuer anticipates closing the Public Offering prior to April 15, 2017;


WHEREAS, the
Issuer is seeking financing as a bridge until completion of the Public Offering; and


WHEREAS, the
Issuer desires to sell and the Investor desires to purchase a Promissory Note, issued by the Issuer to the Investor, in the form
of Exhibit A attached hereto (the “Note”), a Warrant to purchase 6,666,666 shares of the Issuer’s common
stock for a period of five (5) years from the date hereof, issued by the Issuer to the Investor, in the form of Exhibit B attached
hereto (the “Warrant”), and shares of common stock of the Issuer (the “Origination Shares,”
and together with the Note and the Warrant, the “Securities”) as set forth below.


NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, the Issuer and the Investor agree as follows:


ARTICLE I PURCHASE AND SALE


1.1       


Purchase
and Sale. Upon the terms and subject to the conditions set forth herein, the Issuer agrees to sell, and the Investor agrees
to purchase the Note, in an aggregate principal amount of $1,053,000, a Warrant to purchase 6,666,666 shares of Issuer common stock
with an aggregate exercise price of $500,000, and such number of Origination Shares as provided below. The Investor shall deliver
to the Issuer, via wire transfer, immediately available funds at such times and in such amounts as set forth in the Funding Schedule
attached as an exhibit to the Note (the “Purchase Price”) and the Issuer shall deliver to the Investor the Note,
the Warrant, and the Origination Shares, and the Issuer and the Investor shall deliver any other documents or agreements related
to this transaction.


1.2       


Effective
Date. This Agreement will become effective only upon occurrence of the two following events: execution of this Agreement, the
Note, and the Warrant by both the Issuer and the Investor, and delivery of the first payment of the Purchase Price by the Investor
to the Issuer.




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1.3       


Origination
Shares. The Issuer shall deliver the Origination Shares to the Investor as follows:


1.3.1       


Origination
Share Pricing. On the fifth (5th) trading day after the pricing of the Public Offering, but in no event later than April
15, 2017, the Issuer shall deliver to the Investor such number of duly and validly issued, fully paid and non-assessable Origination
Shares as equals 25% of the Consideration paid by the Investor to the Issuer under the Note (the “Origination Dollar Amount”)
divided by the lowest of (i) the lowest daily closing price of the Issuer’s common stock during the ten days prior to delivery
of the Origination Shares or during the ten days prior to the date of this Agreement (in each case subject to adjustment for stock
splits), (ii) 80% of the common stock offering price of the Public Offering, (iii) 80% of the unit price offering price of the
Public Offering (if applicable), or (iv) the exercise price of any warrants issued in the Public Offering. It is the Issuer’s
and the Investor’s expectation that the issuance date of the Origination Shares dates back to the effective date of this
Agreement for purposes of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”).


1.3.2       


Origination
Share Pricing Reset. In the event that the Public Offering is not completed before April 15, 2017, so long as the Investor owns
any of the Origination Shares at the time of a subsequent public offering where the pricing terms from paragraph 1.3.1 above would
result in a lower Origination Share pricing, the Origination Shares pricing shall be subject to a reset based on the same pricing
terms as described in paragraph 1.3.1 above (such that the Origination Shares issuance price would be reduced and the number of
Origination Shares issued would be increased to equal the Origination Dollar Amount). It is the Issuer’s and the Investor’s
expectation that the issuance date of any repriced Origination Shares dates back to the effective date of this Agreement for purposes
of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”).


1.4       


Additional
Payments. The Funding Schedule to the Note contemplates the Investor paying additional payments of Consideration to the Issuer
(each, an “Additional Payment”) up to a total Consideration amount of $1,000,000. Within three (3) trading days
after the Investor makes any Additional Payment to the Issuer under the Note, the Issuer shall execute and deliver to the Investor
an additional warrant in the form of the Warrant issued hereunder with an aggregate exercise amount equal to 100% of the Principal
Sum attributable to the Additional Payment made by the Investor, a per share Exercise Price equal to the Exercise Price then in
effect on the Warrant, the number of shares for which the warrant is exercisable equal to the aggregate exercise amount for the
additional warrant divided by the Exercise Price per share, and any such Warrant will be immediately exercisable upon the date
of issuance of such Warrant. For example, if the Investor makes an Additional Payment of $100,000 and the Exercise Price of the
Warrant is $0.05 per share on the date of the Additional Payment, the Principal Sum attributable to the Additional Payment will
be $100,000 and the Issuer shall execute and deliver to the Investor a Warrant exercisable to purchase 2,000,000 shares with an
Exercise Price per share of $0.05 and an aggregate exercise amount of $100,000.


ARTICLE II BRIDGE LOAN


2.1       


Recitals.
The Issuer represents and warrants to the Investor that the first six recitals set forth above are true as of the date of this
Agreement.


2.2.       


Investor
Participation. The Issuer and the Investor may mutually agree to restructure the Securities as part of the Public Offering.


ARTICLE III MISCELLANEOUS


3.1       


Successors
and Assigns. This Agreement may not be assigned by the Issuer. The Investor may assign any or all of its rights under this
Agreement and agreements related to this transaction. The terms and conditions of this Agreement shall inure to the benefit of,
and be binding upon, the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party, other than the parties hereto or their respective successors, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.




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3.2       


Reservation
of Shares. At all times during which the Note is outstanding or the Investor owns any Warrant exercisable for shares of the
Issuer, the Issuer will reserve for the Investor from its authorized and unissued shares of common stock a number of shares of
not less than five times the number of shares necessary to provide for the issuance of common stock upon the full conversion of
the Note and upon full exercise of such Warrants (the share reservation may be used interchangeably for conversions of the Note
or exercise of the Warrants) and the Issuer will reserve for the Investor $500,000 worth of shares of common stock for issuance
of Origination Shares to the Investor. The Issuer initially shall reserve 50,000,000 shares of Common Stock for the Investor for
the Note and the Warrant and 7,000,000 shares of common stock for issuance of the Origination Shares. The Issuer represents that
upon its issuance of shares of common stock to the Investor, such shares will be duly and validly issued, fully paid and non-assessable.
The Issuer agrees that its entering into this Agreement and its issuance of the Note and the Warrant constitutes full authority
to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue
the necessary shares of common stock upon the conversion of the Note and the exercise of the Warrant and to execute and issue the
Origination Shares. No further approval or authority of the stockholders or the Board of Directors of the Issuer will be required
for the issuance and sale of the Securities to be sold by the Issuer as contemplated by the Agreement or for the issuance of the
shares contemplated by the Note, the shares contemplated by the Warrant, or the Origination Shares contemplated by this Agreement.
The Issuer represents that ClearTrust, LLC serves as the Issuer’s transfer agent as of the date of this Agreement. The Issuer
acknowledges that ClearTrust LLC is a party to an irrevocable instruction and share reservation letter agreement between the Issuer,
the transfer agent and the Investor regarding the Note and the Warrant and is a party to an irrevocable instruction and share reservation
letter agreement between the Issuer, the transfer agent and the Investor regarding the Origination Shares. The Issuer agrees that
the Issuer’s use of ClearTrust LLC as its transfer agent is material to the Investor, that the Issuer may not terminate or
replace ClearTrust LLC as the Issuer’s transfer agent without obtaining the Investor’s written consent thirty days
in advance of such termination or replacement, and that the Issuer must provide the Investor, within five business days following
the termination, resignation or replacement of ClearTrust LLC or any subsequent transfer agent irrevocable instruction and share
reservation letters, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights
provided to the Investor in the irrevocable instruction and share reservation letters between the Issuer, the Investor, and ClearTrust
LLC. The Issuer further agrees that every provision in the irrevocable instruction and share reservation letter agreements are
also material to the Investor such that the Investor would not otherwise enter into this Agreement.


3.3       


Rule 144
Tacking Back and Registration Rights. Whenever the Note or Warrant or any other document related to this transaction provides
that a conversion amount, make-whole amount, penalty, fee, liquidated damage, or any other amount or shares (a “Tack Back
Amount”) tacks back to the original date of the Note, Warrant, or document for purposes of Rule 144 or otherwise, in the
event that such Tack Back Amount was registered or carried registration rights, then that Tack Back Amount shall have the same
registration status or registration rights as were in effect immediately prior to the event that gave rise to such Tack Back Amount
tacking back. For example, if the Investor converts a portion of the Note and receives registered shares and the Investor later
rescinds that conversion, the conversion amount would be returned to the principal balance of the Note and upon any future conversion
of the Note the amount converted would be convertible into shares registered on that registration statement.


3.4       


Terms of
Future Financings. Until such time as the closing of the Public Offering, upon any issuance by the Issuer or any of its subsidiaries
of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Investor in the Note or the warrants, such term, at the Investor’s option, shall become
a part of the transaction documents with the Investor. The types of terms contained in another security that may be more favorable
to the holder of such security include, but are not limited to, terms addressing conversion rights, conversion discounts, conversion
lookback periods, interest rates, original issue discounts, stock issuance or sale price pursuant to a stock purchase or stock
issuance, and warrant coverage.


In addition, until such time as
the closing of the Public Offering, if the Issuer shall issue or sell Common Stock, or grant any option to purchase, or sell or
grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock (including pursuant to the terms of any outstanding securities issued prior to the issuance of this
security (including, but not limited to, warrants, convertible notes, or other agreements)) or any security entitling the holder
thereof (including pursuant to sales, grants, conversions, warrant exercises or other issuances to the Investor as a result of
these Transaction Documents, prior transaction documents, or future transaction documents) to acquire Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive Common Stock (a “Common Stock Equivalent”)
at an effective price per share less than that of the Investor, then simultaneously with the consummation of each dilutive issuance
the price for the Investor shall be reduced (and only reduced) and consequently the number of Shares issuable to the Investor shall
be increased (and only increased). Such adjustment shall be made to the Note, such Warrants, or Origination Shares whenever such
Common Stock or Common Stock Equivalents are issued.




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The Issuer shall notify the Investor
of such additional or more favorable term, including the applicable issuance price, or applicable reset price, exchange price,
conversion price, exercise price and other pricing terms, and, at any time while the Note or any warrant is outstanding, the Investor
may request of the Issuer and/or its transfer agent (and they will provide) a schedule of all issuances since the date of this
Agreement of shares of common stock or of securities entitling the holder thereof to acquire shares of common stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, shares of common stock of the Issuer.


3.5       


One Year
Prohibition on Issuances of Securities. For a period of one year after the closing of the Public Offering, the Issuer shall
not issue or sell Common Stock, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of
or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock (including pursuant
to the terms of any outstanding securities issued prior to the closing of the Public Offering (including, but not limited to, warrants,
convertible notes, or other agreements)) or any security entitling the holder thereof to acquire Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive Common Stock (a “Common Stock Equivalent”) at an effective
price per share less than the greatest of (i) the Exercise Price then in effect of any Warrant issued to the Investor, (ii) the
common stock offering price in the Public Offering, (iii) the unit price offering price in the Public Offering (if applicable),
and (iv) the exercise price of any warrants issued in the Public Offering.


3.6       


Prohibition
on Debt and Variable Securities. So long as the Note is outstanding, the Issuer shall not, without the written consent of the
Investor, issue (i) any debt (including, but not limited to any loan, bond, note, debenture, lien, mortgage, debt security, convertible
security, or variable rate security), provided that such limitation on debt issuances shall only apply to Blue Sphere Corporation
and shall not include any commercial debt financing, equipment financing, or seller financing in connection with the Company’s
subsidiary project level financings or other project level activities, or (ii) any Variable Security. A Variable Security is any
security issued by the Issuer that (i) has or may have conversion rights of any kind, contingent, conditional or otherwise in which
the number of shares that may be issued pursuant to such conversion right varies with the market price of the common stock; (ii)
is or may become convertible into common stock (including without limitation convertible debt, warrants or convertible preferred
stock), with a conversion or exercise price that varies with the market price of the common stock, even if such security only becomes
convertible or exercisable following an event of default, the passage of time, or another trigger event or condition; or (iii)
was issued or may be issued in the future in exchange for or in connection with any contract, security, or instrument, whether
convertible or not, where the number of shares of common stock issued or to be issued is based upon or related in any way to the
market price of the common stock, including, but not limited to, common stock issued in connection with a Section 3(a)(9) exchange,
a Section 3(a)(10) settlement, or any other similar settlement or exchange.


3.7       


Governing
Law, Legal Proceedings, and Arbitration. This Agreement will be governed by, construed
and enforced in accordance with the substantive laws of the State of Nevada, without regard to the conflict of laws principles
thereof. The parties hereby warrant and represent that the selection of Nevada law as governing under this Agreement (i) has a
reasonable nexus to each of the Parties and to the transactions contemplated by the Agreement; and (ii) does not offend any public
policy of Nevada, Florida, or of any other state, federal, or other jurisdiction.


Any
action brought by either party against the other arising out of or related to this Agreement, or any other agreements between the
parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State
of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through binding
arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings).
The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute
a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or
filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the
individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may
be.




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If the Investor elects alternative
dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade County and administered by the
American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the
date of this Agreement, except as modified by this Agreement. The Investor’s demand for arbitration shall be made in writing,
delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive
the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable
statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the
American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable
proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s)
who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not
subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper
under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and
other relief as expressly set forth in this Agreement. The award and decision of the arbitrator(s) shall be conclusive and binding
on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right,
but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding,
including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have
waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in
the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate
shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


3.8       


Right to
Specific Performance and Injunctive Relief. Nothing herein shall limit the Investor’s right to pursue any remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In this regard,
the Issuer hereby agrees that the Investor will be entitled to obtain specific performance and/or injunctive relief with respect
to the Issuer’s failure to timely deliver shares of common stock as required pursuant to the terms of the Note or the Warrant
or the Issuer’s obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement
or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with
any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific performance and/or preliminary
and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable harm for which there would
be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator granting or ordering specific
performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates that the Issuer has failed
to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue shares to the Investor,
and/or require the Issuer to immediately satisfy its obligations regarding the reservation of shares and its transfer agent, including
the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction
and share reservation letter with any subsequent transfer agent. The Issuer further expressly waives any right to any bond in connection
with any temporary or preliminary injunction.


3.9       


Due Diligence.
Issuer has performed due diligence and background research on Investor and its affiliates including, without limitation, Justin
Keener, to its satisfaction, including but not limited to a “Google search” and FINRA Expedited Proceeding No. FPI110005.
Issuer, being aware of the information, acknowledges and agrees that such information, or any similar information, has no bearing
on the transactions contemplated by these documents and agrees it will not use any such information as a defense to performance
of its obligations under these documents or in any attempt to avoid, modify, or reduce such obligations.


3.10       


Investor Representations
and Warranties. The Investor hereby represents and warrants to and agrees with the Issuer that:


3.10.1       


The Investor
is an “accredited investor,” as such term is defined in Regulation D promulgated by the SEC under the 1933 Act.




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3.10.2       


The Investor
is purchasing the Securities for its own account for investment and not with a view toward, or for resale in connection with, the
public sale or any distribution thereof in violation of the Securities Act or any applicable state securities law, and has no direct
or indirect arrangement or understandings with any other person or entity to distribute or regarding the distribution of the Securities.


3.10.3       


The Investor
understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws
by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy
of the representations and warranties of Investor contained herein), and that such Securities must be held indefinitely unless
a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.


3.10.4       


The Securities
may bear the following or similar legend upon issuance:


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


3.11       


Delivery
of Process by Investor to Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by
Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any
such action or proceeding may be made by Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or
process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known address or to its
last known attorney as set forth in its most recent SEC filing.


3.12       


Opinion of
Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of this Agreement that
neither this Agreement, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest,
original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively
violate any usury laws in the State of Nevada. Prior to the closing of this transaction, the Issuer and its management have reviewed
such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury
to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer’s counsel that neither
this Agreement nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a
defense to the performance of the Issuer’s obligations under this Agreement or any other agreement between the parties. THE
ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS
TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA,
FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any other opinion of counsel is needed for any
matter related to this Agreement, the Investor has the right to have any such opinion provided by its counsel. Investor also has
the right to have any such opinion provided by Issuer’s counsel.


3.13       


Notices.
Any notice required or permitted hereunder must be in writing and either be personally served, sent by facsimile or email transmission,
or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email,
and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


3.14       


Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of this Agreement may be effected by email.




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3.15       


Entire Agreement.
This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject
matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the Parties with
respect to the subject matter hereof and thereof. The “Transaction Documents” means this Agreement, the Note,
the Warrant, the irrevocable instruction and share reservation letter agreement between the Issuer, the Investor, and the Issuer’s
transfer agent regarding the Note and the Warrant, and the origination shares irrevocable instruction letter agreement between
the Issuer, the Investor, and the Issuer’s transfer agent.


3.16       


Expenses.
The Issuer and the Investor shall pay all of their own costs and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement. In the event any attorney is employed by either party to this Agreement with respect
to legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Agreement or because
of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing
party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and
expenses incurred, in addition to any other relief to which the prevailing party may be entitled.


3.17       


No Public
Announcement. Except as required by securities law, no public announcement may be made regarding this Agreement, the Note,
the Warrant, or the Purchase Price without written permission by both the Issuer and the Investor.


3.18       


Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.


*          *          *




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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of this 21st day of October, 2016.


	 	ISSUER:
	 	 	 
	 	BLUE SPHERE CORPORATION
	 	 	 
	 	By:	 
	 	 	Shlomi Palas
	 	 	Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	 
	 	[               ]/ Its Principal


 


 


 


 


I, Shlomi Palas, personally guarantee
that, as set forth in Section 3.2 above, in the event of a change in the Issuer’s transfer agent, the Issuer will provide
the Investor, within five business days following the termination, resignation or replacement of the Issuer’s transfer agent
or any subsequent transfer agent, irrevocable instruction and share reservation letters, executed by the Issuer and the new transfer
agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share
reservation letters between the Issuer, the Investor, and ClearTrust LLC. This personal guarantee is limited to and applies only
to the terms of this paragraph.


______________________________________


Shlomi Palas


 


 


 


 


[Securities Purchase Agreement
Signature Page]


 



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