Blue Sphere Corporation - 10-K


Exhibit 10.241


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of January 3, 2018, by and between BLUE SPHERE CORPORATION, a
Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”),
and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New
York, NY 10065 (the “Buyer”).


 


WHEREAS:


 


A.          The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);


 


B.          Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement the 10%
convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of US$339,000.00
(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance
with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note.


 


C.          The
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature pages hereto; and


 


NOW THEREFORE, the
Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.          PURCHASE
AND SALE OF NOTE.


 


     a. Purchase of Note.
On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the
Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto, subject
to the express terms of the Note. At the time of Holder’s funding of each tranche under the Note, the Company shall issue
to Buyer as a commitment fee, a warrant to purchase an amount of shares of its common stock equal to the face value of each respective
tranche divided by $2.00 (for illustrative purposes, the first tranche face value is equal to $113,000.00, which resulted in the
issuance of a warrant to purchase 56,500 shares of the Company’s common stock) (all warrants issuable hereunder, including
now and in the future, shall be referred to, in the aggregate, as the “Warrant”).


 






    	 



     


    

 


b. Form
of Payment. On or around the Closing Date (as defined below), the Buyer shall pay the purchase price of $103,000.00 (the “Purchase
Price”) for the first tranche of $113,000.00 under the Note, by wire transfer of immediately available funds, in accordance
with the Company’s written wiring instructions, against delivery of the Note, and (i) the Company shall deliver such duly
executed Note on behalf of the Company, to the Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts
(additional tranches) under the Note, as further described in the Note, then such additional amounts shall be paid in accordance
with the Company’s written wiring instructions as well.


 


c. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7
below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”)
shall be 5:00 P.M., Eastern Standard Time on or about January 3, 2018, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such
location as may be agreed to by the parties.


 


2.             REPRESENTATIONS
AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:


 


a.   Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable
(i) on account of interest on the Note or (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note, such
shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the
Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making
the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.


 


b.   Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities.


 






    	 



     


    

 


c.   Information.
The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been,
and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the
Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and
will not disclose such information unless such information is disclosed to the public prior to or promptly following such
disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its
advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations
and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a
significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the
Company’s representations and warranties made herein.


 


d.   Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


e.   Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to
an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the
1933 Act (or a successor rule) (“Regulation 5”), and the Buyer shall have delivered to the Company, at the cost of
the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.


 






    	 



     


    

 


f. Legends.
The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be
sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can
then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


 


“NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.”


 


The legend set forth
above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it
is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an
effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions,
to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion
shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those
represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements,
if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer
of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered
an Event of Default pursuant to Section 3.2 of the Note.


 






    	 



     


    

 


g.   Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


h.   Residency.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.


 


3.             REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that:


 


a.   Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is
incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 


b.   Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the
issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly
authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of
Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is the true and official representative with authority to sign
this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 






    	 



     


    

 


c.   Capitalization.
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock
option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or
convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon conversion
of the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital
stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital
stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any
liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents,
as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for,
puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character
whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to
issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or
arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their
securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of
the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the
Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”),
the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities
convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect
thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief
Executive on behalf of the Company as of the Closing Date.


 


d.   Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Company and will not impose personal liability upon the holder thereof.


 


e.   Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 






    	 



     


    

 


f.   No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of
its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or
its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company
nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and
neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or
both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has
taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which
any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any,
are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law,
ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under
the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the
Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue
the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company
is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company
is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”), the OTCQB or
any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB, the OTCQB
or any similar quotation system, in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.


 






    	 



     


    

 


g.   SEC
Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by
reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the
Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or
updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date
hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to
form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of
their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company
has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii)
obligations under contracts and commitments incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the
SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery
requirements of this Section 3(g).


 


h.   Absence
of Certain Changes. There have been no material adverse change and no material adverse development in the assets, liabilities,
business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company
or any of its Subsidiaries.


 


i.    Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its
Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their
capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description
of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its
Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.


 






    	 



     


    

 


j.   Patents,
Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); Except as disclosed in the SEC Documents, there is no
claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges
the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the
Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual
Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to
any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of their Intellectual Property.


 


k.   No
Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 


1. Tax Status.
The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority.


 






    	 



     


    

 


m.   Certain
Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from
third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n.   Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to
the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true
and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make
the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or
circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business,
properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public
disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this
purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration
statement filed by the Company under the 1933 Act).


 


o.   Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the
capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the
Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its
representatives.


 


p.   No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under
circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance
of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past,
current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.


 






    	 



     


    

 


q.   No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


r.   Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification with
respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults
or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


s.   Environmental
Matters.


 


(i)          There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 






    	 



     


    

 


(ii)          Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the
period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s
or any of its Subsidiaries’ business.


 


(iii)          There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t.   Title
to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have
a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


u.   Internal
Accounting Controls. Except as disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system of
internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.


 


v.   Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 






    	 



     


    

 


w.   Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a
fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become
absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company
would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to
take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such
debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year
end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis
upon which its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any
disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation
of this Section 3(w).


 


x.   No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


y.   Insurance.
Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to
directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability
coverage, if any.


 


z.   Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under Section 3.4 of the Note.


 


4.          COVENANTS.


 


a.   Best
Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described
in Section 6 and 7 of this Agreement.


 


b.   Use
of Proceeds. The Company shall use the proceeds from the sale of the Note for working capital and other general corporate
purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership,
enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).


 


c.   Financial
Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers,
assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report
on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release,
copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making
available or giving to the shareholders of the Company, copies of any notices or other information the Company makes
available or gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or
releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this
Section 4(f).


 






    	 



     


    

 


d.   Listing.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of
issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company
will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the
OTCBB, OTCQB, OTC Pink or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq
SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the NYSE MKT and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly
provide to the Buyer copies of any material notices it receives from the OTCBB, OTCQB and any other exchanges or quotation
systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.


 


e.   Corporate
Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded
corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, OTC Pink, Nasdaq, NasdaqSmallCap, NYSE or AMEX.


 


f.   No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


g.   Failure
to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting
requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 






    	 



     


    

 


h.   Trading
Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in
the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in
any short sales of or hedging transactions with respect to the common stock of the Company.


 


i.   Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.3 of the Note.


 


5.          Transfer
Agent Instructions. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the
Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular
date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of
this Agreement. The Company warrants that: (i) no stop transfer instructions to give effect to Section 2(f) hereof (in the
case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the
Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular
date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall
otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and
the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in
transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the
Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it
will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent
from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate
for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by
the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set
forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the
Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance
and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities
may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer
provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer,
and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from
restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the
transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of
the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and
without any bond or other security being required.


 






    	 



     


    

 


 6.            CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:


 


a.     The
Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.     The
Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.     The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and
the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.     No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


 7. CONDITIONS PRECEDENT TO THE BUYER’S
OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to
the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the
Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.     The
Company shall have executed this Agreement and delivered the same to the Buyer.


 


b.     The
Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with
Section 1(b) above.


 


c.     The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the
Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the
Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by
the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation,
By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.


 






    	 



     


    

 


d.     No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


e.     No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not
limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act
reporting obligations.


 


f.      The
Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the
Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or
any similar quotation system.


 


g.     The
Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.


 


8.            GOVERNING
LAW; MISCELLANEOUS.


 


a. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the
state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any
action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any
other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.


 






    	 



     


    

 


b.   Counterparts;
Signatures by Facsimile This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.   Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


d.   Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.


 


e.   Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 






    	 



     


    

 


f.   Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to
such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, or delivery by electronic mail when sent, at the
address or number designated below (if delivered on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall
first occur. The addresses for such communications shall be:


 


If to the Company, to:


 


BLUE SPHERE CORPORATION

301 McCullough Drive, 4th Floor

Charlotte, NC 28262





e-mail: info@bluespherecorporate.com


 


If to the Holder, to:


 


CROWN BRIDGE PARTNERS, LLC





1173a 2nd Avenue, Suite 126





New York, NY 10065





e-mail: Info@CrownBridgeCapital.com


 


Each party shall provide notice to the other party
of any change in address.


 


g.   Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any
person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term
is defined under the 1934 Act, without the consent of the Company.


 


h.   Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.   Survival.
The representations and warranties of the Company and the
 agreements and covenants set forth in this Agreement shall
survive the closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors,
employees and agents for loss or damage arising as a result of or related to any breach by the Company of any of its
representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this
Agreement, including advancement of expenses as they are incurred.


 






    	 



     


    

 


j.   Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


k.   No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


1. Remedies.


 


(i)          The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic
loss and without any bond or other security being required.


 


(ii)          In
addition to any other remedy provided herein or in any document executed in connection herewith, Borrower shall pay Holder for
all costs, fees and expenses in connection with any litigation, contest, dispute, suit or any other action to enforce any rights
of Holder against Borrower in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees,
and costs and time charges of counsel to Holder. In furtherance of the foregoing, Borrower shall pay an amount equal to $25,000
to the Holder immediately upon the Holder’s filing of any litigation, contest, dispute, suit or any other action to enforce
any rights of Holder against Borrower in connection herewith, which such amount shall be used to pay Holder’s attorneys’
fees, cost and expenses. Additional amounts shall be paid by Borrower to Holder immediately upon Borrower’s receipt of invoices
from Holder’s attorney evidencing the charges and fees assessed in connection with any such litigation, contest, dispute,
suit or any other action to enforce any rights of Holder and, upon receiving such invoices which indicate outstanding fees in excess
of $25,000 at any time, Borrower shall promptly pay an additional $25,000 to Holder to be used in satisfaction of additional attorneys’
fees, and costs and time charges of counsel to Holder. Such payments shall continue indefinitely until said litigation, contest,
dispute, suit or any other action to enforce any rights of Holder against Borrower is settled to the satisfaction of the Holder.
Further, Borrower agrees to save and hold Holder harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such costs and expenses.


 






    	 



     


    

 


m.   Publicity.
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press
releases, SEC, OTCQB (or other applicable trading market), or FINRA filings, or any other public statements with respect to
the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior
approval of the Buyer, to make any press release or SEC, OTCQB (or other applicable trading market) or FINRA filings with
respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the
Company in connection with any such press release prior to its release and shall be provided with a copy thereof).


 


n.   Piggyback
Registration Rights. The Company hereby grants the Buyer the piggyback registration rights set forth on Exhibit B hereto,
with respect to the Note, the shares of Common Stock in which the Note is convertible into, so long as the Note is outstanding.


 


[ - signature page follows - ]


 






    	 



     


    

 


IN WITNESS WHEREOF,
the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 





	BLUE SPHERE CORPORATION
	 	 
	By:	/s/ Shlomi Palas	 
	 	Name: Shlomi Palas
	 	Title: Chief Executive Officer
	 	 
	CROWN BRIDGE PARTNERS, LLC
	 	 
	By:	/s/ Crown Bridge Partners, LLC	 
	 	Title: Authorized Signatory




 


AGGREGATE SUBSCRIPTION AMOUNT:


 





	Aggregate Principal Amount of Note:	US$339,000.00
	Aggregate Purchase Price:	US$309,000.00*




 


*The purchase price of $103,000.00, relating
to the first tranche of $113,000.00, shall be paid within a reasonable amount of time after the full execution of the Note and
related transaction documents. Additional tranches may be funded by the Buyer, in Buyer’s sole discretion, in accordance
with the terms of the Note.


 






    	 



     


    

 


EXHIBIT B


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (the “Agreement”), dated as of January 3, 2018 (the “Execution Date”), is
entered into by and between BLUE SPHERE CORPORATION, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th
Floor, Charlotte, NC 28262 (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company,
with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Investor”).


 


RECITALS


 


A.          Pursuant
to the securities purchase agreement entered into by and between the Company and the Investor of this even date (the “Securities
Purchase Agreement”), the Company has agreed to issue and sell to the Investor, the 10% convertible note in the aggregate
principal amount of US$339,000.00 (the “Note”), which is convertible into an indeterminate number of shares
of the Company’s common stock (collectively the “Common Stock”);


 


B.          As
an inducement to the Investor to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of
Common Stock issuable pursuant to the conversion of the Note.


 


C.          NOW
THEREFORE, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION 1

DEFINITIONS


 


1.1          As
used in this Agreement, the following terms shall have the following meanings:


 


“Execution Date” shall have the meaning set
forth in the preambles.




“Investor” shall have the meaning set forth in the preambles.


 


“Person” means a corporation,
a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.


 






    	 



     


    

 


“Potential Material Event”
means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration
Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of
such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material
engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good
faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent
the inclusion of such information.


 


“Register,” “Registered,”
and “Registration” refer to the Registration effected by preparing and filing one (1) or more Registration
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable Securities”
means (i) all shares of Common Stock issued or issuable pursuant to the Note, and (ii) any shares of capital stock issued or
issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that has been declared effective
by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then
in force) under the 1933 Act.


 


“Registration Statement”
means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Transaction Documents”
shall mean this Agreement and the Securities Purchase Agreement between the Company and the Investor as of the date hereof,
and any other agreements between the Company and the Investor executed in conjunction with this transaction


 


All capitalized terms
used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Securities Purchase
Agreement.


 


SECTION 2


REGISTRATION


 


2.1          In
the event that the Company files a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or,
if such form is unavailable for such a registration, on such other form as is available for such registration), at any time
on or after the issuance date of the Note to which this Agreement is an exhibit to (January 3, 2018), then such Registration
Statement shall cover the resale by the Investor of all Registrable Securities (the “Registration Amount”), and
such Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, that such
Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon
stock splits, stock dividends or similar transactions..


 






    	 



     


    

 


 2.2          Notwithstanding the registration
obligations set forth in this Section 2.1, if the staff of the SEC (the “Staff’) or the SEC informs the
Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform Investor of
such fact and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC
and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration
Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the
SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the
Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the
Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or
more registration statements on Form S-1 to register for resale those Registrable Securities that were not registered for
resale on the Registration Statement, as amended, or the New Registration Statement (each, an “Additional
Registration Statement”). Additionally, the Company shall have the ability to file one or more New Registration
Statements to cover the Registrable Securities once the shares under the initial Registration Statement referenced in Section
2.1 have been sold.


 


SECTION 3


 RELATED OBLIGATIONS


 


If the Company decides
to file the Registration Statement with the SEC pursuant to Section 2, the Company will affect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the
following obligations:


 


 3.1          The
Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable
Securities to become effective and shall keep such Registration Statement effective until the earlier to occur of the date on
which (A) the Investor shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any
additional shares of Common Stock under the Securities Purchase Agreement (the “Registration Period”). The
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall use all
commercially reasonable efforts to respond to all SEC comments within ten (10) business days from receipt of such comments by
the Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement relating to the
Registrable Securities to become effective no later than two (2) business days after notice from the SEC that the
Registration Statement may be declared effective. The Investor agrees to provide all information which is required by law to
provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s
obligations set forth above shall be conditioned on the receipt of such information.


 






    	 



     


    

 


 3.2          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such
Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant
to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration
Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after
the necessity therefor arises. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof.


 


 3.3          The
Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its
legal counsel without charge (i) promptly after the same is prepared and filed with the SEC at least one (1) copy of such
Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary
prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC
or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives;
(ii) upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via
EDGAR, included in such Registration Statement and all amendments and supplements thereto; and (iii) such other documents,
including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time to
facilitate the disposition of the Registrable Securities.


 






    	 



     


    

 


 3.4          The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the
Registration Statement under such other securities or “blue sky” laws of such states in the United States as the
Investor reasonably requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period; (iii) take such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not
be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3.4, or (B) subject itself to general taxation in any such
jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities
for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of
actual notice of the initiation or threatening of any proceeding for such purpose.


 


 3.5          As promptly as practicable after
becoming aware of such event, the Company shall notify Investor in writing of the happening of any event as a result of which
the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (“Registration Default”) and use all diligent
efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to
cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by
the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be
incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such
supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective
amendment has become effective (the Company will prepare notification of such effectiveness which shall be delivered to the
Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly provide to the
Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; (ii) of any request by
the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii) of
the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be
appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is
stale as a result of the Company’s failure to timely file its financials or otherwise


 


 3.6          The
Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such
order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the
effectiveness of the registration statement.


 






    	 



     


    

 


 3.7          The
Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the
Registration Statement and all amendments and supplements thereto at the request of the Investor. However, any postponement
of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the
effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s
Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the
Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor. The
event(s) of an Investor’s Delay shall act to suspend all obligations of any kind or nature of the Company under any and
all agreements of any nature or kind between the Company and the Investor.


 


 3.8          At
the request of the Investor, the Company’s counsel shall furnish to the Investor an opinion letter confirming the
effectiveness of the registration statement and the free trading status of the Registrable Securities. Such opinion letter
shall be issued as of the date of the effectiveness of the registration statement and be in a form reasonably acceptable to
the Investor, Company’s transfer agent, and Investor’s broker(s).


 


 3.9          The
Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in
violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such
information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order covering such information.


 


 3.10          The
Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the principal market in which the Company’s common stock is then traded. If,
despite the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding
sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration
Statement to be listed on each other national securities exchange and automated quotation system, if any, on which securities
of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is
then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3.10.


 






    	 



     


    

 


 3.11          The
Company shall cooperate with the Investor to facilitate electronic delivery of the Registrable Securities or if requested by
the Investor, the preparation of certificates to be offered pursuant to the Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request and after any
sales of such Registrable Securities by the Investor, such certificates not bearing any restrictive legend).


 


 3.12          The
Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first
Registration Statement filed pursuant hereto.


 


 3.13          If
requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or
post-effective amendment such information as the Investor reasonably determines should be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of
the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or
post-effective amendment as soon as reasonably possible after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if
reasonably requested by the Investor.


 


 3.14          The
Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be
necessary to facilitate the disposition of such Registrable Securities.


 


 3.15          The
Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.


 


 3.16          Within
two (2) business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC,
the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation
that such Registration Statement has been declared effective by the SEC.


 


 3.17          The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of
Registrable Securities pursuant to the Registration Statement.


 






    	 



     


    

 


SECTION 4


OBLIGATIONS OF THE INVESTOR


 


 4.1          At
least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall
notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself,
the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be
required to effect the registration of such Registrable Securities and the Investor shall execute such documents in
connection with such registration as the Company may reasonably request.


 


 4.2          The Investor, by its acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder.


 


 4.3          The Investor agrees that, upon
receipt of written notice from the Company of  the happening of any event of the kind described in Section 3.6 or the
first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.


 


SECTION 5


EXPENSES OF REGISTRATION


 


All legal expenses,
other as set forth in the Securities Purchase Agreement, incurred in connection with registrations including comments, filings
or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
and printing fees shall be paid by the Company.


 






    	 



     


    

 


SECTION 6


INDEMNIFICATION


 


In the event any Registrable
Securities are included in the Registration Statement under this Agreement:


 


 6.1          To
the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless
and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents,
representatives of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities
Exchange Act of 1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or
not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering
under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing
that the Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through
(iii) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company
shall reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6.1: (i) shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in
the Registration Statement of the information furnished to the Company by any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall
not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus despite
being promptly advised in advance by the Company in writing not to use such incorrect prospectus; (iii) any claims based on
the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer
under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material fact that should be
stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v) any amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement.


 






    	 



     


    

 


6.2          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only
one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be
selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled
to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.


 


6.3          The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 






    	 



     


    

 


SECTION 7


CONTRIBUTION


 


 7.1          To the extent any indemnification by
an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities. Notwithstanding the provisions of this Section, no Investor shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the
applicable sale of the Registrable Securities subject to the claim exceeds the amount of any damages that such Investor has
otherwise been required to pay, or would otherwise be required to pay under Section 6.2, by reason of such untrue or alleged
untrue statement or omission or alleged omission.


 


SECTION 8 


REPORTS UNDER THE 1934 ACT


 


 8.1          With
a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
(“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144,
the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


(c)          furnish
to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements
of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor
to sell such securities pursuant to Rule 144 without registration.


 






    	 



     


    

 


SECTION 9


MISCELLANEOUS


 


9.1          Notices. Any notices or other
communications required or permitted to be given under the terms of this Agreement must be given in accordance with the
Securities Purchase Agreement.


 


9.2          No Waivers. Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


 


9.3          No Assignments. The rights and
obligations under this Agreement shall not be assignable.


 


9.4          Entire Agreement/Amendment.
This Agreement and the Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement and the Transaction Documents supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof. The provisions of this Agreement may be amended only with
the written consent of the Company and Investor.


 


9.5          Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include
the feminine This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the
parties had prepared the same.


 


9.6          Counterparts. This
Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but
one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other
similar electronic means with the same force and effect as if such signature page were an original thereof.


 


9.7          Further assurances. Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


9.8          Severability.
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to
the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any
way be affected or impaired thereby.


 






    	 



     


    

 


9.9           Law
governing this agreement. This Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only in the state courts or federal courts
located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and
venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or
delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and
hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of
process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other
Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.


 


9.10           No third party
beneficiaries. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any
provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be
enforced by its general partner.


 


(Signature page immediately follows)


 






    	 



     


    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the Execution
Date.


 





	BLUE SPHERE CORPORATION	 
	 	 	 
	By:	/s/ Shlomi Palas	 
	 	Name: Shlomi Palas	 
	 	Title: Chief Executive Officer	 
	 	 	 
	CROWN BRIDGE PARTNERS, LLC	 
	 	 	 
	By:	/s/ Crown Bridge Partners, LLC	 
	 	Title: Authorized Signatory