Blue
Sphere Corporation 8-K/A 


Exhibit
10.1


SECOND
AMENDMENT AGREEMENT TO


SHARE
PURCHASE AGREEMENT DATED AS OF JUNE 29, 2017


THIS
“SECOND AMENDMENT” is made and entered into as of July 31, 2017 by and among


PRONTO
VERDE A.G., incorporated and existing under the laws of Switzerland, having its registered office at Bahnhofplatz, 3, 6460
– Aurdorf (UR), Switzerland, enrolled in the register of the companies with no. CHE – 101.957.390, represented by
Mr. Giovanni Di Vincenzo, born in Rome, on February 15th, 1948, acting as chief executive officer of the company, duly empowered
for the purposes hereof (hereinafter referred to as the “SELLER”)


And


BLUESPHERE
ITALY S.r.l., a
limited liability company incorporated and existing under the laws of Italy, having its registered office in Milan, Corso Matteotti
no. 1, 20121 (MI), registered with the Companies' Register of Milan under no. MI-2124774, VAT Code No. 09967150963 represented
by Mr. Rafa Jose Correa Martinez, acting as legal representative of the company, duly empowered for the purposes hereof (“BUYER”)


BLUESPHERE
CORPORATION, a company incorporated in Nevada, United States and having its business address at 301 McCullough Drive, 4th
Floor, Charlotte, NC 28262, U.S.A. represented by Mr. Shlomo Palas, acting as legal representative of the company, duly empowered
for the purposes hereof (“BC” or the “Guarantor”)


 (BUYER
and the SELLERS hereby individually referred to as “PARTY” and collectively the “PARTIES”)


WHEREAS:


		(A)	The
                                         PARTIES have as of June 29, 2017, entered into a Share Purchase Agreement clarified and
                                         amended by the AMENDMENT AGREEMENT as of July 12, 2017 (the Share Purchase Agreement
                                         so amended hereinafter referred to as the "SPA");



		(B)	According
                                         to Section 6.1 of the SPA the CLOSING DATE has been agreed to occur on July 31, 2017.
                                         Due to certain delays and unforeseen situations it is not possible to comply with the
                                         established CLOSING DATE term and accordingly the PARTIES have agreed to post-pone the
                                         CLOSING DATE and to make certain amendments to the SPA;



		(C)	In
                                         the light of the above, on today’s date the PARTIES entered into, together with
                                         the ORIGINAL SHAREHOLDERS, a deed of amendment to the share purchase agreement entered
                                         into on June 29, 2017 between the SELLER and the ORIGINAL SHAREHOLDERS, modifying certain
                                         terms and condition of the same (the “FUTURIS AMENDMENT”);



		(D)	Capitalized
                                         terms used but not otherwise defined in this Second Amendment Agreement (“Second
                                         Amendment”) shall have the respective meanings assigned to them in the SPA,
                                         unless the context requires otherwise.



NOW,
THEREFORE


		1.	The
                                         PARTIES have now agreed to amend the SPA as set forth below.



a)
Section 6.1 of the SPA is hereby amended in its entirety to read as follows:


6.1.
Without prejudice to the provisions of SECTION 4, the CLOSING shall take place on the CLOSING DATE at the office of the Public
Notary Ruben Israel in Milan, on 4 September 2017 (the “CLOSING DATE”).




    	 



    	 



    

 


b)
The following new paragraph 6.6 of the SPA shall be added after Section 6.5


6.6. Should
the BUYER fail to or communicate its unavailability for whatever reason to perform on the CLOSING DATE the actions described in
Section 6.2 or Exhibit 6.2, the BUYER shall pay a default penalty equal to the amount of € 600,000.00 (the “DEFAULT
PENALTY”), without prejudice for any claim of the SELLER for damages exceeding such amount. In case of default of the
BUYER, the SELLER shall be entitled to keep any amount received from the BUYER before the CLOSING DATE and allocate the same as
partial payment of the DEFAULT PENALTY. 


c)
The following paragraph 9.12. shall be added after Section 9.11 of the SPA


“In
the event the BUYER does not pay for whatever reason the ADVANCE PAYMENT, SELLER shall have the right to terminate the SPA according
to article 1456 ICC and shall be entitled to damages. “


d)
The following shall be added to the end of Section 12.1(ii) of the SPA:


“SPV
shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning
the amount of the ALLIANZ claim, granting, among the others, powers to appoint lawyers, sign documents, petitions, claims applications
whatsoever before Courts and any authority with regard to such item”


e)
The following shall be added to the end of Section 12.1(iii) of the SPA:


“SPV
shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning
the net receivables pertaining the white certificates or TEE granting, among the others, powers to appoint lawyers, sign documents,
petitions, claims applications whatsoever before Courts and any authority with regard to such item””


		2.	The
                                         BUYER shall pay to the SELLER within 5 (five) days from the signature of this Second
                                         Amendment an amount of Euro 1,200,000.00 as advance payment (the “ADVANCE PAYMENT”)
                                         for the performance of all the obligations of the BUYER under the SPA. The ADVANCE PAYMENT
                                         shall be paid as follows: 



(i)
as of Euro 400,000.00 directly to Futuris S.r.l. on behalf of the SELLER as agreed and specified in the FUTURIS AMENDMENT;


(ii)
as for Euro 800.000.00 by wire transfer to the SELLER.


Should
the BUYER fail to pay for whatever reason the ADVANCE PAYMENT within such term, the SELLER shall have the right to terminate the
SPA according to section 1456 c.c. and shall be entitled to damages against jointly the BUYER and BC.




    	 



    	 



    

 


		3.	At
                                         the CLOSING DATE, the ADVANCE PAYMENT shall be allocated as follows: 



(i)
the amount provided for under Section 2.2(ii) of the FUTURIS AMENDMENT shall be counted for the determination of the CLOSING PAYMENT
as part of the shareholders loan finalized to repay the CARIPARMA LOAN;


(ii)
the balance, if any, between: a) the ADVANCE PAYMENT less the amount under Section 3(i) above and b) the CLOSING PAYMENT shall
be utilized to constitute the escrow account provided under Section 8 of the GPOMA.


		4.	In
                                         case of default of BUYER to perform the actions described in Section 6.2 of the SPA and
                                         in Exhibit 6.2, the ADVANCE PAYMENT shall be kept by SELLER as payment of the DEFAULT
                                         PENALTY under Section 6.6. of the SPA and on account of further damages suffered by the
                                         SELLER.



		5.	Upon
                                         presentation of evidence of payment of the ADVANCE PAYMENT (copy of the ASSEGNO CIRCOLARE
                                         and irrevocable order in favour of SELLER for the balance due), SELLER shall release
                                         to Mr. Lorenzo Sperti a notarial proxy expiring at the CLOSING DATE to perform the actions
                                         envisaged in Exhibit 6.2 of the SPA – Section 2 – 1 CLOSING A – and
                                         Section 2 - 3 CLOSING B that is to say the execution of the notarized endorsement of
                                         the CLOSING A SHARES and the CLOSING B SHARES in favor of the BUYER



		6.	In
                                         addition, the PARTIES agree that the SPV is allowed at its own discretion to enter before
                                         the CLOSING DATE (i) into a contract for the supply of oil up to 15 September 2017, with
                                         the supplier chosen by the SPV at terms and conditions at its discretion, strictly in
                                         compliance with market standard terms and conditions for this kind of transactions. Such
                                         contract will be reflected in the CLOSING DATE REVIEW and will be taken into account
                                         for the calculation of the ADJUSTED PRICE; (ii) into a contract aimed at improving the
                                         cogeneration plant cooling system and paying for the same amount up to € 50,000
                                         and (iii) into shareholders’ loans with FUTURIS granting and paying to the same
                                         SPV amounts up to the maximum amount of € 150,000 (one hundred and fifty/00) in
                                         order to endow the SPV with the money necessary to meet its obligations before the CLOSING
                                         DATE. Such loans will be reflected in the CLOSING STATEMENT REVIEW and will be taken
                                         into account for the calculation of the ADJUSTED PRICE. Furthermore, upon cash-in of
                                         the invoices no. to101371 on 20.06.2017 amounting to € 63,016.17 and (b) no. 1-009
                                         T0101371 on 29.06.2017 amounting to € 104,195.17 pertaining receivables against
                                         the GSE, the SPV is allowed to use the amount received in order to repay the shareholders'
                                         loan granted by FUTURIS to SPV up to an equal amount. Such repayment will be reflected
                                         in the CLOSING STATEMENT REVIEW and will be taken into account for the
                                         calculation of the ADJUSTED PRICE.



		7.	Save
                                         for and in addition to the price due under the SPA, the BUYER and BC jointly undertake
                                         to pay FUTURIS at the CLOSING DATE an amount equal to € 50,000 as partial reimbursement
                                         of the expenditures of FUTURIS in the transaction for accounting and legal services.



		8.	This
                                         Second Amendment shall be considered an integral part of the SPA and shall be binding
                                         upon each PARTY from the date first above written.  Subject only to the modification
                                         referred to in this Second Amendment, the SPA shall remain in full force and effect and
                                         where necessary shall be read and construed and be enforceable as if the terms of this
                                         Second Amendment were inserted.



		9.	The
                                         provisions of Section 13 of the SPA shall apply also to this Second Amendment.





    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereof have executed this Second Amendment as of the date first above written.


Milan, 31 July 2017


SELLER


	       /S/
	 
	PRONTO
    VERDE AG
	 
	Mr.
    Giovanni Di Vincenzo
	 
	 
	BUYER
	 
	 
	       /S/
	 
	BLUESPHERE
    ITALY S.r.l. 
	 
	Mr.
    Rafa Jose Correa Martinez
	 
	 
	BLUESPHERE
    CORPORATION
	       /S/
	 
	Mr.
    Shlomo Palas