Blue Sphere Corporation 8-K/A


 



Exhibit 10.2


 





[FIRST]/[SECOND] AMENDMENT TO SENIOR
DEBENTURE


 


THIS [FIRST]/[SECOND]AMENDMENT TO SENIOR
DEBENTURE (this “Amendment”) is made as of December 22, 2017 (the “Effective Date”) by
and between Blue Sphere Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Holder”).


 


WHEREAS, the Company issued to Holder
a Senior Debenture, dated December 23, 2015, numbered and in the principal amount as set forth on the signature page hereto (the
“Debenture”), which bears interest at a rate of 11% per annum, and matures on December 22, 2017;


 


[WHEREAS, on or about March 24,
2017, the Company and the Holder entered into that certain First Amendment to Senior Debenture, providing for the amendment to
the Debenture as detailed therein;]


 


WHEREAS, the Company and the Holder
desire to amend the Debenture again on the terms and subject to the conditions set forth herein; and


 


WHEREAS, pursuant to Section 11
of the Debenture, the amendment contemplated by the Company and the Holder must be contained in an instrument in writing, signed
by the parties.


 


NOW, THEREFORE, in consideration
of the premises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the Company and the Holder hereby agree as follows:


 


1.               Definitions.  Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such
terms in the Debenture.


  


2.               Maturity Date. The Maturity Date set forth in the Debenture shall be changed from “December 22, 2017”
to “April 3, 2018.”


 


3.               Date of Effectiveness; Limited Effect.  This Amendment will be deemed effective as of the Effective Date. Except
as expressly provided in this Amendment, all of the terms and provisions of the Debenture are and will remain in full force and
effect and are hereby ratified and confirmed by the Company and the Holder. On and after the Effective Date, each reference in
the Debenture to “this Debenture,” “the Debenture,” “hereunder,” “hereof,” “herein”
or words of like import, and each reference to the Debenture in any other agreements, documents or instruments executed and delivered
pursuant to, or in connection with, the Debenture, will mean and be a reference to the Debenture as amended by this Amendment.


 


4.               Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) it has the
full right, power and authority to enter into this Amendment and to perform its obligations hereunder and under the Debenture,
as amended by this Amendment; (b) the execution of this Amendment by the individual whose signature is set forth at the end of
this Amendment on behalf of such party, and the delivery of this Amendment by such party, have been duly authorized by all necessary
action on the part of such party; and (c) this Amendment has been executed and delivered by such party and (assuming due authorization,
execution and delivery by the other party hereto) constitutes the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.


 






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5.               Miscellaneous.  This Amendment (a) constitutes the sole and entire agreement of the parties with respect to
the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to such subject matter; (b) may be amended only by a writing signed by each
of the parties; (c) may be executed in several counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument; (d) shall be governed by, and construed and enforced in accordance with, the laws
of the State of Nevada, without giving effect to any conflict of law rules; and (d) shall be binding upon, and inure to the
benefit of, the parties and their respective successors and permitted assigns.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the Effective Date.


 


COMPANY: 





	 	 	 
	BLUE SPHERE CORPORATION	 
	 	 	 
	By:	 	 
	Name: 	Shlomi Palas	 
	Title:	Chief Executive Officer	 


 


HOLDER: 





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


  


DEBENTURE:


 





	Debenture Number:	D-DEC-2015-___________
	 	 
	Principal Amount:	USD $ ________________



 






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