Blue Sphere Corporation - 10-Q/A


Exhibit 10.7


 


BLUE SPHERE SHARE SUBSCRIPTION AGREEMENT


 


THIS SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of December 2nd, 2015 by and among Blue Sphere Corporation, a company organized and existing
under the laws of the State of Nevada (“BSC”), and [_____]. (the “Purchaser”).


 


Whereas, BSC
has agreed to sell and the Purchaser has agreed to purchase shares of common stock of BSC (the “Shares”) subject to
the terms and on the conditions set forth below.


 


Now, therefore,
in consideration of the mutual premises and covenants contained herein, and intending to be legally bound, the parties hereto agree
as follows:


 


		1.	Sale and Purchase of Shares.



 


1.1          Sale
of Shares. Subject to the terms and conditions hereof, BSC hereby issues and sells to the Purchaser, and the Purchaser hereby
purchases from BSC [_____] Shares.


 


1.2          Purchase
Price. The aggregate purchase price for the Shares is U.S. $[_____] (the “Purchase Price”), which shall be delivered
to BSC as follows:


 


(i)         $[_____]
in immediately available funds upon signing this Agreement.


 


1.3          Securities
Laws. The Purchaser acknowledges and understands that the offer and sale of the Shares were done in reliance on one or more
exemption from registration under the Securities Exchange Act of 1933, as amended (the “Act”) and, as such, the Shares
are, until registered, subject to restrictions on resale. The Purchaser agrees to acquaint itself with such restrictions and abide
by them and any other applicable law or regulation. The Purchaser further agrees and acknowledges that, until registration, the
certificates representing the Shares shall contain a legend that states the restrictions applicable to resale of such shares.


 


		2.	Acknowledgements and Agreements of the Purchaser.
Purchaser acknowledges and agrees that:



 


		(a)	none of the Shares have been registered under the Act, or under any state securities or “blue
sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”),
except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Act, or pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in
accordance with applicable state and provincial securities laws;



 


		(b)	the decision to execute this Agreement and acquire the Shares agreed to be purchased hereunder
has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of BSC and such decision
is based entirely upon a review of any public information which has been filed by BSC with the Shares and Exchange Commission (the
“SEC”) in compliance, or intended compliance, with applicable securities legislation;



 


		(c)	the Purchaser and the Purchaser’s advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from BSC in connection with the distribution of the Shares hereunder, and to obtain additional information,
to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information
about BSC;



 


		(d)	the books and records of BSC were available upon reasonable notice for inspection, subject to certain
confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business, and all documents,
records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Purchaser,
the Purchaser’s lawyer and/or advisor(s);



 


		(e)	BSC is entitled to rely on the representations and warranties of the Purchaser contained in this
Agreement and the Purchaser will hold harmless BSC from any loss or damage it or they may suffer as a result of any inaccuracy
therein;



 


		(f)	the Purchaser will indemnify and hold harmless BSC and, where applicable, its directors, officers,
employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing
or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out
of or based upon any representation or warranty of the Purchaser contained in this Agreement or in any document furnished by the
Purchaser to BSC in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply
with any covenant or agreement made by the Purchasers to BSC in connection therewith;



 






     


     


    

 


		(g)	although the Shares are listed on the OTC BB, no representation has been made to the Purchaser
that any of the Shares will become listed on any other stock exchange or automated dealer quotation system;



 


		(h)	BSC will refuse to register any transfer of the Shares not made in accordance with the provisions
of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from
the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;



 


		(i)	the Purchaser has been advised to consult its own legal, tax and other advisors with respect to
the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible
(and BSC is not in any way responsible) for compliance with:



 


(i)            any
applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Shares hereunder,
and


 


(ii)           applicable
resale restrictions;


 


		(j)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed
or passed on the merits of the Shares;



 


		(k)	no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC
or any state securities administrators; and



 


		(l)	there is no government or other insurance covering any of the Shares.



 


		3.	Representations, Warranties and Covenants of the Purchaser.



 


3.1          The
Purchaser hereby represents and warrants to and covenants with BSC (which representations, warranties and covenants shall survive
the Closing) that:


 


		(a)	the Purchaser has received and carefully read this Agreement;



 


		(b)	the Purchaser is purchasing the Shares as principal for investment only and not with a view to,
or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute
either directly or indirectly any of the Shares in the United States or to U.S. Persons;



 


		(c)	the Purchaser is aware that an investment in BSC is speculative and involves certain risks, including
the possible loss of the entire investment;



 


		(d)	the Purchaser has made an independent examination and investigation of an investment in the Shares
and BSC and has depended on the advice of its legal and financial advisors and agrees that BSC will not be responsible in any way
whatsoever for the Purchaser’s decision to invest in the Shares and BSC; and



 


		(e)	no person has made to the Purchaser any written or oral representations:



 


		(i)	that any person will resell or repurchase any of the Shares;



 


		(ii)	that any person will refund the purchase price of any of the Shares;



 


		(iii)	as to the future price or value of any of the Shares; or



 


		(iv)	that any of the Shares will be listed and posted for trading on any stock exchange or automated
dealer quotation system or that application has been made to list and post any of the Shares of BSC on any stock exchange or automated
dealer quotation system.



 


3.2          Representations
and Warranties will be Relied Upon by BSC. The Purchaser acknowledges that the representations and warranties contained herein,
if applicable, are made by it with the intention that such representations and warranties may be relied upon by BSC and its legal
counsel in determining the Purchaser’s eligibility to purchase the Shares under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities
legislation. The Purchaser further agrees that by accepting delivery of the certificates representing the Shares on the closing
date, it will be representing and warranting that the representations and warranties contained herein, if applicable, are true
and correct as at the closing date with the same force and effect as if they had been made by the Purchaser on the closing date
and that they will survive the purchase by the Purchaser of the Shares and will continue in full force and effect notwithstanding
any subsequent disposition by the Purchaser of such Shares.


 






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4.          Further
Assurances. Each party hereto agrees to execute, on request, all other documents and instruments as the other party shall reasonably
request, and to take any actions, which are reasonably required or desirable to carry out obligations imposed under, and affect
the purposes of, this Agreement.


 


5.          Governing
Law and Jurisdiction. This Agreement shall be governed by the substantive law of Israel, without application of any conflict
of laws principle that would require the application of the law of any other jurisdiction.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


Blue Sphere Corporation





	 	 
	By: Shlomi Palas	 
	Title: CEO	 
	 	 
	By: [            ]	 



 






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