Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 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 $3.30 per share. The respective numbers of Securities to be purchased by each of the several Underwriters ar
ESCROW AGREEMENTEscrow Agreement • July 24th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
THIS ESCROW AGREEMENT, dated as of [ ], 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 24th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 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”).
AMENDMENT #8 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTSSecurities Purchase Agreement • July 24th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
This Amendment #8, dated June 29, 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”)
