GUARANTEED PLANT OPERATION MANAGEMENT AGREEMENT BetweenServices Agreement • September 6th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
PRONTO VERDE A.G., a Swiss company duly incorporated and existing under the laws of Switzerland, registered with the Companies Register with identification number CHE – 101.957.390, with registered office in Aurdorf (UR), Bahnhoffplatz, 3 (hereinafter, “PV”), represented by its legal representative [ ], as chief executive officer of the company;
SUBORDINATION AGREEMENTSubordination Agreement • September 6th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
This Subordination Agreement (the “Agreement”) is entered into on August 30th, 2017 (the “Effective Date”) by and among Bluesphere Italy S.R.L, a private limited liability company organized and existing under the laws of Italy under registration no. MI-2124774, having its registered office at Milan, Corso G. Matteotti 1, 20121 (MI) and established and owned by BSC (“Borrower”); Blue Sphere Corporation, a publicly traded company incorporated under the laws of Nevada, USA, with its registered place of business at 301 McCullough Drive, 4th Floor Charlotte, NC 28262 (“BSC”); and Helios 3 Italy Bio-Gas 2 L.P, a limited partnership under formation to be organized under the laws of the State of Israel (partnership number of Hakfar Hayarok Street, Ramat Hasharon, Israel (“Lender”) by its General Partner, Helios General 3, LTD (515257749).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • September 6th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
BLUE SPHERE Corp., incorporated and existing under the laws of Nevada, having its registered office at 301 McCullough Drive 4th. Floor, Charlotte, NC 28262, represented by Mr. Shlomo Palas, [ ], acting in his capacity of CEO and legal representative of the company, duly empowered for the purposes hereof (“Pledgor”),
LONG TERM MEZZANINE LOAN AGREEMENTLong Term Mezzanine Loan Agreement • September 6th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
WHEREAS The Borrower entered into a share purchase agreement with the Seller (as hereinafter defined) dated June 29, 2017, as subsequently amended (the “SPA”) for the purchase of 100% of the issued and outstanding share capital (on a fully diluted basis) of the SPV (as hereinafter defined), which owns and operates the Plant (as hereinafter defined); and
