0001144204-15-022706 Sample Contracts

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, 2015

Development and Indemnification Agreement • April 14th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York

• Contract Type
  Development and Indemnification Agreement
• Filed
  April 14th, 2015
• Company
  Blue Sphere Corp.
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  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.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RHODE ISLAND ENERGY PARTNERS, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of April 8, 2015

Limited Liability Company Agreement • April 14th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  April 14th, 2015
• Company
  Blue Sphere Corp.
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  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”).

ORBIT ENERGY RHODE ISLAND, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT among

Interest Purchase Agreement • April 14th, 2015 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Interest Purchase Agreement
• Filed
  April 14th, 2015
• Company
  Blue Sphere Corp.
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated as of April 8, 2015 (the “Effective Date”) is entered into by and between Orbit Energy, Inc., a North Carolina corporation (“Seller”), Rhode Island Energy Partners, LLC, a Delaware limited liability company (“Buyer”), Orbit Energy Rhode Island, LLC, a Rhode Island limited liability company (“Project LLC”), and Blue Sphere Corporation, a Nevada corporation (“Blue Sphere”).