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;


 




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(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.


 




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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.


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.


 




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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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