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
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”).
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”).
LOCK-UP AGREEMENTLock-Up Agreement • August 17th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
The undersigned understands that you, as representative (the “Representative”) of the Underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Blue Sphere Corporation, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase Common Stock (the “Warrants” and, together with the Common Stock, the “Securities”). Terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
BLUE SPHERE CORPORATION PLACEMENT AGENT WARRANTPlacement Agent Warrant • August 17th, 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).
