Blue Sphere Corporation S-1/A


 



 Exhibit 10.49 


 March 1, 2017 


 Eilon Natan 


 Director of Investments 


 JMJ Financial 


 Re: Extension of Certain Deadlines
in Promissory Note and Common Stock Purchase Warrants 


   


 Dear Eilon: 


 This letter (this “Letter
Agreement”) concerns the Promissory Note issued by Blue Sphere Corporation (“Blue Sphere”) to JMJ
Financial (“JMJ”) on October 24, 2016 in the Principal Sum of up to $1,053,000 (the “Note”)
and the three Common Stock Purchase Warrants issued by Blue Sphere to JMJ on October 24, 2016, December 20, 2016 and February
14, 2017, numbered as W-10212015, W-12202016 and W-02142017, respectively (each, a “Warrant” and collectively,
the “Warrants”). All capitalized terms used but not defined herein shall have the meaning given to such term
in the Note or Warrants, as applicable. 


 Section 6 of the Note and Section
1.11 the Warrants each set forth, in identical form, the following specified events of default: 


 ... or (xxii) the reverse
split of the Issuer’s common stock fails to become effective by March 15, 2017; or (xxiii) the Issuer fails to obtain from
Nasdaq or NYSE by February 28, 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;. 


 On January 20, 2017, Blue Sphere
filed an application to have its common stock listed with The Nasdaq Capital Market (“NASDAQ”), and as of the
date hereof, has provided its response to the first comment letter received from NASDAQ. The parties hereto agree and acknowledge
that NASDAQ may have further comments prior to granting its conditional approval, and therefore such approval will not likely
be received by February 28, 2017. In addition, the Company will not conduct the reverse split of its common stock until such time
that NASDAQ has provided conditional approval and until a date closely aligned with the anticipated closing of the Public Offering. 


 Blue Sphere has made significant
strides toward achieving the timeline set forth in Section 6 of the Note and Section 1.11 the Warrants. However, the dates set
forth in Sections 6(xxii)-(xxiii) of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants do not realistically reflect the
current timeline of the Public Offering. Therefore, the undersigned parties hereby agree to the following, effective as of the
date first set forth above: 


		 (a) 	 Section 6(xxii) of the Note and
                                         Section 1.11(xxii) of the Warrants shall hereinafter be deleted and replaced with the
                                         following text: 



 (xxii) the reverse split
of the Issuer’s common stock fails to become effective by April 15, 2017; 




    	 



    	 



    

		 (b) 	 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 March 31, 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; 


		 (c) 	 The Investor conditionally waives
                                         the defaults for the Issuer's failure to meet the original dates set forth in Sections
                                         6(xxii)-(xxiii) of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants, 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
                                         Wan-ants or any other Transaction Documents (as defined in the Securities Purchase Agreement
                                         Document SPA-10212016 between the Issuer and the Investor) at any time subsequent to
                                         the date of this Letter Agreement (if the Issuer triggers an event of default or breaches
                                         any term of the Note, the Warrants, or the Transaction Documents at any time subsequent
                                         to the date of this Letter Agreement, the Investor may issue a notice of default for
                                         the Issuer's failure to meet the original dates set forth in Sections 6(xxii)-(xxiii)
                                         of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants). 



 Please indicate your acceptance of
the foregoing terms and conditions by signing and returning this Letter Agreement to me. 


   


	   	 Very truly yours, 
	   	 /s/ Shlomi Palas 
	   	 Shlomi Palas 
	   	 Chief Executive Officer 
	   	 Blue Sphere Corporation 


   


 The undersigned hereby agrees
to be bound by this Letter Agreement. 


 INVESTOR: 


   


	 /s/ JMJ Financial 
	   
	 JMJ Financial / Its Principal 
	   
	 Date:      March 1, 2017