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
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.”
SECOND AMENDED AND RESTATED RENEWABLE ENERGY POWER PURCHASE AGREEMENTRenewable Energy Power Purchase Agreement • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • North Carolina
This Second Amended and Restated Renewable Energy Power Purchase Agreement (the “Agreement”) is entered into as of September 30, 2016, by and between ORBIT ENERGY CHARLOTTE, LLC, a North Carolina limited liability company with principal offices located at [] (“Seller”), and DUKE ENERGY CAROLINAS, LLC, a North Carolina limited liability company with principal offices located at [] (“Duke Carolinas”). Duke Carolinas and Seller are herein referred to collectively as the “Parties” and individually as a “Party”.
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”).
AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTSSecurities Purchase Agreement • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
This Amendment #6, dated May 18, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”).
BLUE SPHERE CORPORATION REPRESENTATIVE’S WARRANTRepresentative’s Warrant • May 30th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF one hundred and eighty (180) days IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-215110 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).
