SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 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 AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).
Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010. AMONG: Shlomo Palas (I.D. 057313579) 17 Etrog St. Rosh Hayyn Israel 48570 Samuel Keshet (I.D. 030164529) 19, Reuven St. Zichron Ya'akov Israel...Termination Agreement • February 19th, 2010 • Blue Sphere Corp • Services-computer programming, data processing, etc. • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the “Company”) and ONE44 CAPITAL LLC, with its address at 1249 Broadway, Suite 103, Hewlett, NY 11557 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT BLUESPHERE CORPORATIONBlue Sphere Corp. • November 21st, 2016 • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____], with an address at [_____] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter to subscribe for and purchase from BlueSphere Corporation, a Nevada corporation (the “Company”), up to [_____] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2018, by and between Blue Sphere Corp., a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and Coolidge Capital LLC, a Delaware limited liability company, with its address at 249 Elsie Avenue, Merrick, NY 11566 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT BLUE SPHERE CORPORATIONCommon Stock Purchase Warrant • August 20th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $114,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns,the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Blue Sphere Corporation, a Nevada corporation (the“ Company”), up to 40,715 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 22, 2018, by and among the Company and the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2017, is entered into by and between BLUE SPHERE CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
POWER PURCHASE AGREEMENTPower Purchase Agreement • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS POWER PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 26, 2011 (the “Agreement Date”), by and between The Narragansett Electric Company, d/b/a National Grid, a Rhode Island corporation (“Buyer”), and Orbit Energy Rhode Island, LLC, a Rhode Island limited liability company (“Seller”). Buyer and Seller are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Blue Sphere Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement, subject to the terms and conditions contained in this underwriting agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of [__________] shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), [__________] pre-funded warrants (the “Pre-Funded Warrants”) with the right to purchase one share of Common Stock at an exercise price of $0.01 per share, and [__________] warrants (the “Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) with the right to purchase one share of Common Stock at an exercise price of $[___] per share. The respective numbers of Securities to be purchased by each of the several Underwriters a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
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”).
BLUE SPHERE CORP. INVESTMENT AGREEMENTInvestment Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Georgia
THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
Blue Sphere Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement, subject to the terms and conditions contained in this underwriting agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of [__________] shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), [__________] pre-funded warrants (the “Pre-Funded Warrants”) with the right to purchase one share of Common Stock at an exercise price of $0.01 per share, and [__________] warrants (the “Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) with the right to purchase one share of Common Stock at an exercise price of $3.30 per share. The respective numbers of Securities to be purchased by each of the several Underwriters ar
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2011 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Georgia
This Registration Rights Agreement (this "Agreement"), dated as of August 17th, 2011, by and between Blue Sphere Corp., a Nevada corporation (the "Company"), and Centurion Private Equity, LLC, a limited liability company organized under the laws of the state of Georgia (”Investor” or the “Holder”).
WARRANT AGREEMENT BLUE SPHERE CORPORATION and WARRANT AGREEMENT Dated as of [__], 2017Warrant Agreement • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of Aril [__], 2017 (the “Issuance Date”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Company”), and [______________], a [___________] corporation, as warrant agent (the “Warrant Agent”).
Blue Sphere Corporation 8-KBlue Sphere Corp. • October 31st, 2016 • Services-computer programming, data processing, etc. • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2010 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS AMENDMENT (the “Amendment”) amends the employment agreement entered into between Blue Sphere Corporation and Shmuel Keshet dated March 3, 2010 and is made this 18th day of May, 2010 (the “Effective Date”).
ContractBlue Sphere Corp. • January 13th, 2015 • Services-computer programming, data processing, etc. • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
BLUE SPHERE CORPORATION WARRANTBlue Sphere Corp. • April 9th, 2018 • Services-computer programming, data processing, etc.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).
FOUNDERS AGREEMENTFounders Agreement • January 13th, 2016 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
BlueSphere Corporation, a corporation incorporated pursuant to the laws of the State of Nevada, United States of America, having a place of business at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262, United States of America (“BlueSphere”)
Management Services AgreementManagement Services Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
BS AND MR PROJECT MANAGEMENT AND BUSINESS DEVELOPMENT AGREEMENTBs and Mr Project Management and Business Development Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS AGREEMENT (this “Agreement”) is dated 22 February 2010 and is entered into by and between Blue Sphere Corporation, a corporation organised under the laws of Nevada (together with its affiliates, “BS”), and Mark Radom, an individual residing in Israel (“MR”). Reference is made to the MPV and Blue Sphere Corporation Assignment and Conveyance Agreement dated of even date herewith between BS and Carbon MPV Limited (the “AC Agreement”). Capitalised terms used but not defined herein have the meanings assigned to such terms in the AC Agreement.
SERVICES AGREEMENTServices Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
This Services Agreement (“Agreement”) is entered into this 8 day of April, 2010, by and between Blue Sphere, Corp. (the “Company”) a company registered in Nevada, USA, having its principal place of business at 35 Asuta St. Even Yehuda Israel and Alex Werber, having his principal place of business at Kohav Yeir israel (“Alex”).
AgreementBlue Sphere Corp • March 24th, 2010 • Services-computer programming, data processing, etc.
Eco Service LLC represented by its general director Anatoly Ivanovich Shulak, acting on the basis of its charter (the “Project Owner”), H Carbon Markets Corporation Limited, a limited company organised under the laws of Guernsey represented by Piuter Reznikov, acting on the basis of a power of attorney dated 24 December 2008 (“CM”), have agreed on the following:
SERVICES AGREEMENTServices Agreement • January 17th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
This Services Agreement ("Agreement") is entered into this 9th day of January 2012, by and between Blue Sphere, Corp. (the "Company") a company registered in the state of Nevada, USA, having its principal place of business at Even Yehuda, Israel and Shlomo Zakai, having his principal place of business at 62 Anilevitch St' Tel Aviv ("Shlomo").
DEVELOPMENT AND INDEMNIFICATION AGREEMENT by and among RHODE ISLAND ENERGY PARTNERS, LLC, York Renewable Energy Partners LLC and BLUE SPHERE CORPORATION Dated as of April 8, 2015Development and Indemnification Agreement • April 14th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
This Development and Indemnification Agreement, dated as of April 8, 2015 (this “Agreement”), is entered into by and among Rhode Island Energy Partners, LLC, a Delaware limited liability company (the “Company”), York Renewable Energy Partners LLC, a Delaware limited liability company (the “Investor”), and Blue Sphere Corporation, a Nevada corporation (“Development”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 10.01.
SERVICE AGREEMENTService Agreement • January 13th, 2016 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS SERVICE AGREEMENT (“Agreement”) is made and entered into as of the 15th, day of October 2015 by and between Blue Sphere Corp, a Nevada corporation (hereinafter called the “Company”), and Shlomo Palas (hereinafter called the “Executive”).
AMENDED AND RESTATED ORBIT ENERGY RHODE ISLAND, LLC PURCHASE AGREEMENTLLC Purchase Agreement • January 13th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • North Carolina
This amended and restated Orbit Energy Rhode Island, LLC Purchase Agreement (this “Agreement”) is made and entered into as of January 7, 2014 (the “Effective Date”) by and between Bluesphere Corporation, a Nevada corporation (“Purchaser”), and Orbit Energy, Inc., a North Carolina corporation (“Seller”).
ESCROW AGREEMENTEscrow Agreement • August 17th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
THIS ESCROW AGREEMENT, dated as of August [ ], 2017 (“Escrow Agreement”), is by and between Blue Sphere Corporation, a U.S. corporation (“Issuer”), Maxim Group LLC, a U.S. limited liability company (“Placement Agent”),and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent hereunder (“Escrow Agent”).
SECURITIES PURCHASE AGREEMENT DOCUMENT SPA-10212016Securities Purchase Agreement • October 31st, 2016 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2016, between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and [________] (the “Investor”) (referred to collectively herein as the “Parties”).
SERVICES AGREEMENTServices Agreement • April 5th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
THIS SERVICES AGREEMENT (this “Agreement”) is made effective as of the Effective Date between Blue Sphere Corporation, a Nevada corporation having its principal place of business at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”) and Yossi Keret, an individual residing at [] (the “Executive”). The Company and the Executive are each referred to herein as a “Party” and collectively, the “Parties”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RHODE ISLAND ENERGY PARTNERS, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of April 8, 2015Limited Liability Company Agreement • April 14th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Rhode Island Energy Partners, LLC, a limited liability company organized under the laws of Delaware (the “Company”), dated as of April 8, 2015 (the “Effective Date”), is entered into by and between York Renewable Energy Partners LLC, a limited liability company organized under the laws of Delaware (“Investor”), and Blue Sphere Corporation, a corporation organized under the laws of Nevada (“Development”).
Joint Venture Agreement between the J Stanley-Owusu Group of Companies and Blue Sphere Corporation with respect to destroying and utilising methane from the Oblogo and Mallam Waste Disposal Sites in AccraJoint Venture Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • London
а) JSO provided BSC with the landfill data in respect of the Oblogo and Mallan waste disposal sites requested by BSC, which BSC analyzed with a view toward implementing a clean development mechanism landfill methane and/or compost or other alternative waste treatment project in accordance with approved methodologies AM0025 and/or ACM0001 (the “Project”) under the Kyoto Protocol to the United Nations Framework Convention on Climate Change or its replacement protocol both as amended or extended (“KP”); and
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Tel-Aviv
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 17th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [__________], 2017, between Blue Sphere Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
