Blue Sphere Corporation 8-K


 


Exhibit 10.2


 


 


 


AMENDMENT
#2


TO
THE SECURITIES PURCHASE AGREEMENT AND

TO THE $1,053,000 PROMISSORY NOTE


 


 


This
Amendment #2, dated March 14, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation
(the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the
“Parties”)


WHEREAS,
the Issuer and the Investor entered into a Securities Purchase Agreement Document SPA-10212016 (the “SPA”)
dated as of October 24, 2016, pursuant to which the Issuer issued to the Investor a $1,053,000 Promissory Note (the “Note”),
a Warrant, and Origination Shares (All capitalized terms not otherwise defined herein shall have the meanings given such terms
in the SPA).


WHEREAS,
the Issuer and the Investor previously entered into Amendment #1 to the SPA and the Note dated February 15, 2017;


WHEREAS,
the Issuer and the Investor previously entered into a Letter Agreement dated March 1, 2017 extending certain deadlines in the
Note and in the Warrants issued under the SPA;


WHEREAS,
the Investor has paid all $1,000,000 of Consideration to the Issuer under the Note; and


WHEREAS,
the Issuer requests that the dollar amount of the Note be increased to permit the Investor to pay additional Consideration to
the Issuer under the Note.


NOW,
THEREFORE, the Issuer and the Investor agree to amend the SPA and the Note as follows:


1.


Note
Amount. The Principal Sum of the Note is hereby increased from $1,053,000 to $1,579,500 and the Consideration is increased
to $1,500,000. The first four sentences of the second paragraph of the Note are hereby amended and replaced with the following:


 


“The
Principal Sum is up to $1,579,500 (one million five hundred seventy nine thousand five hundred) plus accrued and unpaid interest
and any other fees. The Consideration is $1,500,000 (one million five hundred thousand) payable by wire. The Investor shall pay
$750,000 of Consideration in accordance with the attached Funding Schedule in its sole election. The Investor may pay up to an
additional $750,000 of Consideration to the Issuer in such amounts and at such dates as the Investor may choose, however, the
Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments.”


 


2.


SPA
Amendments. The reference to a Note aggregate principal amount of $1,053,000 contained in Section 1.1 of the SPA shall be
amended to refer to a Note aggregate principal amount of $1,579,500. The reference to a total Consideration amount of $1,000,000
contained in Section 1.4 of the SPA shall be amended to refer to a total Consideration amount of $1,500,000. All references to
the SPA or the Note in any of the Transaction Documents, including any Warrants issued after the date of the SPA, shall refer
to the SPA, as amended, and to the Note, as amended.


 


3.


TA
Letters. The Issuer agrees that the terms of the irrevocable instruction letter dated October 24, 2016 in which the Issuer
irrevocably authorized and instructed ClearTrust, LLC to issue shares of common stock of the Issuer to the Investor without any
further action or confirmation by the Issuer upon ClearTrust's receipt from the Investor of a Conversion Notice or Exercise Notice
shall apply to the Note as amended and shall apply to all warrants the Issuer has issued to the Investor pursuant to the terms
of the SPA as amended. In addition, the Issuer agrees that the terms of the irrevocable instruction letter dated October 24, 2016
in which the Issuer irrevocably authorized and instructed ClearTrust, LLC to issue shares of common stock of the Issuer to the
Investor without any further action or confirmation by the Issuer upon ClearTrust's receipt from the Investor of a request for
issuance of Origination Shares pursuant to the Issuer's obligations under the SPA shall apply to all requests for issuance of
Origination Shares pursuant to the Issuer's obligations under the SPA as amended. If ClearTrust requires the Issuer and/or the
Investor to deliver to ClearTrust new irrevocable instruction letters to give effect to the terms of this paragraph, the Issuer
agrees that it will cooperate in good faith with the Investor in drafting and executing the new irrevocable instruction letters
and any supporting documents required by ClearTrust and the Issuer shall promptly deliver the new irrevocable instruction letters
to ClearTrust.


 


ALL
OTHER TERMS AND CONDITIONS OF THE SPA AND THE NOTE, AS PREVIOUSLY AMENDED, REMAIN IN FULL FORCE AND EFFECT.


 


Please
indicate acceptance and approval of this Amendment by signing below:


 


 





	/s/ Shlomi Palas	 	/s/ JMJ Financial	 
	Shlomi
Palas	JMJ Financial
	Blue
Sphere Corporation	Its Principal
	Chief
Executive Officer