Blue Sphere Corporation - 10-K


Exhibit 10.232


 


Appendix
to LOAN AGREEMENT


Entered
into Effective and signed in NYC on November 20, 2017


 


		Between:	Global
                                         Smart cards Inc.



19528
Ventura Blvd.


Tarzana
91356


(the
“Lender”)


 


Of
the first part


And
between:


 


		1.	Blue
                                         Sphere Corporation No. C20110728-0183



301
McCullough Dr.


Charlotte,
NC 28262


 


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



of
35 Assuta St., Even Yehuda


By
its Authorized Signatory:


Mr.
Shlomo Palas


(Jointly
and severally: the “Borrower”)


 


Of
the Second Part 


 


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



 


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



 


		AND
                          WHEREAS	The
parties signed on 08/20/17 a Loan agreement of the sum of 200,000$.



 


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



 


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



 


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


 


		1.	PREAMBLE
                                         AND INTERPRETATION



 


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



 



    


     


    

 


2


 


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



 


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



 


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



 


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



 


		2.	Extension
                                         of the Period of the loan



 


		2.1	Upon
                                         Borrower request The Lender agree to extend the loan period for 2 more months or the
                                         7 dates after the Borrower got paid by York fund or raised money (equity or debt) from
                                         3th party but in any case not later than 02/20/18 (the “extended Loan Period”
                                         and the “Loan Repayment Date” respectively).



 


		3.	THE
                                         payments for the extended period



 


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



 


		3.2	In
                                         addition the Borrower will pay to lender not later than date 02/20/2018 extra payment
                                         of 6,600$.



 


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



 


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



 


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



 



    


     


    

 


3


 


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


 


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






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


 


		4.	MISCELLANEOUS



 


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



 


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



 


In
witness whereof, the parties have hereunto set their hands


on
November 20, 2017


 





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







The
Borrower