Blue Sphere Corporation - 10-K


Exhibit 10.233


 





Appendix B to LOAN AGREEMENT


Entered into Effective and signed in Las
Vegas on February 25, 2018


 


		Between:	Global Smart cards Inc.



19528 Ventura Blvd.


Tarzana 91356


By its Authorized Signatory


Isaac Sambrausky


(the “Lender”)


 


Of
the first part


 


And
between:


 


		1.	Blue Sphere Corporation No. C20110728-0183



301 McCullough Dr.


Charlotte, NC 28262


 


		2.	Eastern Sphere Ltd. P.C. Number 514415702



of 35 Assuta St., Even Yehuda


 


Both By its Authorized Signatory:


Mr. Shlomo Palas I.D. []


(Jointly and severally: the
“Borrower”)


 


Of the Second
Part


 


		WHEREAS	Borrower 1 is an American company traded in the commercial trade OTC in New York;



 


		AND WHEREAS	Borrower 2 is a subsidiary owned 100% by Borrower 1;



 


		AND WHEREAS	The parties signed on 08/20/17 a Loan agreement of the
sum of 200,000$ and extension to the loan period on November 19th 2017.



 


		AND WHEREAS	The Borrower requested the Lender for another extension
of the loan period.



 


		AND WHEREAS	The Lender is willing to provide the extension in accordance
with the Borrower’s undertakings and representations under the Loan agreement and subject to the terms and conditions of
this Appendix and it’s schedules hereto;



 



    


     


    

 


2


 


THEREFORE, it is hereby represented,
stipulated and agreed by the parties as follows:


 


		1.	PREAMBLE AND INTERPRETATION



 


		1.1	The preamble to this Agreement and the schedules hereto, constitute an integral part thereof.



 


		1.2	This Agreement constitutes the full and entire understandings, covenants, representations and legal
relationship between the parties and no offer, agreement, understanding, representation or guaranties conducted or provided prior
to executing this Agreement from one party to another, in writing or orally, explicitly or implied, shall be valid unless as stated
in this Agreement.



 


		1.3	No modification, amendment or write-off to the terms of this Agreement pursuant to its execution,
shall be valid unless made in writing and signed by the parties to this Agreement.



 


		1.4	The headings contained in this Agreement are for reference only and shall not in any way be part
of the Agreement or affect the interpretation of this Agreement.



 


		1.5	The terms of the Loan agreement signed by the two parties will remain in effective unless been
changed specifically in This appendix



 


		2.	Extension of the Period of the loan



 


		2.1	Upon Borrower request The Lender agree to extend the loan period for 2 more months or the 7 dates
after the Borrower got paid by investor or any other 3th party (equity or debt) but in any case not later than 04/20/18 (the “extended
Loan Period” and the “Loan Repayment Date” respectively).



 


		3.	THE payments for the extended period



 


		3.1	The remaining unpaid Loan Principal shall carry a fixed interest rate at the monthly rate of 3.3%
(in words: three point three percent) (the “Interest”) every 20th day of the month.



 


		3.2	In addition the Borrower will pay to lender not later than date 03/15 extra payment of 15,000$.



 


		3.3	Furthermore, the Borrower will issue 20,000 warranties of BLSP for 3 years from date of issuance
to be convert at the price of the lower price published by Yahoo finance at the 7 trading days prior to the conversion notice.



 


		3.4	Not later than the day of repayment of the loan principal, the Borrower shall pay to the lender
Exchange rate differences to 1$=3.63Nis of each installment made under the loan agreement and this appendix.



 



    


     


    

 


3


 


		3.5	The Borrower may repay the Loan prior to the date specified however, in case of early payment the
Borrower will gain pardon only for the monthly interest payments.



 


		3.6	The Lender is represented for the purpose of this Agreement by Advocate Yuval Ganot.



 


The Borrower shall participate
in the Lender’s expenses for preparing this Agreement, furnishing the Loan and other expenses in the sum of $1,000


 


		3.7	The Borrower hereby agrees that in the event that any claim and/or legal proceedings with the Israeli
execution be submitted against the Borrower and/or the guarantor due to a breach of this Agreement and/or in case of realizing
the securities, the Lender may authorize Adv. Yuval Ganot and/or anyone on its behalf, to be the Lender’s authorized representative,
empowering the above to collect the debt directly and personally as if the debt is in their credit.



 In such case, it is
agreed that payment to Adv. Yuval Ganot shall be considered as payment in favor of the Lender.


 


		4.	MISCELLANEOUS



 


		11.2	 The Parties hereby submit any dispute associated with this Agreement to the sole jurisdiction of
the courts in Tel Aviv.



 


		11.6	 Notices according to this Agreement shall be provided in writing and sent via registered mail,
facsimile, electronic mail or sent by hand according to the addresses specified in the preamble to this Agreement or to any other
address provided by the parties according to the provisions of this section. A notice sent by registered mail shall be deemed as
duly received by the addressee within seven days from the date of dispatch to the post office, a notice delivered by hand by 17:00
of any business day, shall be deemed as duly received at the date of transmission, and if delivered after 17:00 of any business
day, at the first business day following transmission, a notice delivered by facsimile or electronic mail- shall be deemed as duly
received within one business day from the time of transmission via facsimile or electronic mail as confirmed by the device from
which it was dispatched.



 


In witness whereof, the
parties have hereunto set their hands


on February 25, 2018


 


 


	/s/ Shlomi Palas	 	/s/ Shlomi Palas	 	/s/ Global Smart cards inc.
	 	 	 	 	 
	Blue Sphere Corporation	 	Eastern Sphere Ltd.	 	The Lender





The Borrower