0001144204-13-001011 Sample Contracts

Management Services Agreement
Management 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:

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BS AND MR PROJECT MANAGEMENT AND BUSINESS DEVELOPMENT AGREEMENT
Bs 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.

ADVISORY AGREEMENT
Advisory Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

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:

ORBIT ENERGY CHARLOTTE, LLC PURCHASE AGREEMENT
Orbit Energy Charlotte, LLC Purchase Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • North Carolina

This Orbit Energy Charlotte, LLC Purchase Agreement (this “Agreement”) is made and entered into as of October __, 2012, (the “Effective Date”) by and between Bluesphere Corporation, a Nevada corporation (“Purchaser”), and Orbit Energy, Inc., a North Carolina corporation (“Seller”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

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:

TERMINATION AGREEMENT
Termination Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Nevada
ORBIT ENERGY RHODE ISLAND, LLC PURCHASE AGREEMENT
Orbit Energy Rhode Island, LLC Purchase Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • North Carolina

This Orbit Energy Rhode Island, LLC Purchase Agreement (this “Agreement”) is made and entered into as of October 19, 2012, (the “Effective Date”) by and between Bluesphere Corporation, a Nevada corporation (“Purchaser”), and Orbit Energy, Inc., a North Carolina corporation (“Seller”).

AMENDMENT NO. 1 TO THE MPV AND BS ASSIGMENT AND CONVEYANCE AGREEMENT
Assigment and Conveyance Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

THIS AMENDMENT (this “Amendment”) is dated 19 October 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 Carbon MPV Limited, a limited company organised under the laws of Cyprus, “MPV”).

BLUESPHERE SHARE SUBSCRIPTION AGREEMENT
Bluesphere Share Subscription Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 5, 2012 by and among Bluesphere Corporation, a company organized and existing under the laws of the State of Nevada (“BSC”), and Purchaser (the “Purchaser”).

Purchase Agreement by and between Puresphere Ltd. and Vattenfall Energy Trading Netherlands N.V. dated
Purchase Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • England and Wales
ESCROW AGREEMENT
Agreement • January 7th, 2013 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York

AGREEMENT (this “Agreement”) dated November 2, 2012 by and among Bluesphere Corporation, a Nevada corporation (“BSC”), Orbit Energy Inc., a North Carolina corporation (“Orbit”), and Lawrence C. Hersh, Esq., an attorney based in Rutherford, New Jersey (“Escrow Agent”).

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