BLSP / Blue Sphere Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

BLSP / Blue Sphere Corp. NOTIFICATION OF TERMINATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55127 Blue Sphere Corporation (Exact name of registrant as specified in

BLSP / Blue Sphere Corp. / KEENER JUSTIN - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rule 13d-1(b), (c) AND (d) (AMENDMENT NO. 2) BLUE SPHERE CORPORATION (Name of Issuer) COMMON Stock, $0.001par value (Title of Class of Securities) 09605C202 (CUSIP Number) December 31, 2018 (Date of event which requires filing of this Statement) Check the appropriate bo

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C301 (CUSIP Number) November 19, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Blue Sphere Corporation 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of reg

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C301 (CUSIP Number) August 20, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

BLSP / Blue Sphere Corp. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Form 10-Q for the period ended: September 30, 2018 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. PART I — REGISTRANT INFORMATION Full Name of Registrant: Blue Sphere Corp. Address of Principal Executive Office (Street

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2018 (October 21, 2018) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 333-147716 98-0550257 (State or other jurisdiction of incorpo

10.1 Shlomo Palas Loan Agreement dated September 12, 2018

Blue Sphere Corporation 8-K Exhibit 10.1 LOAN AGREEMENT Dated: September 12, 2018 Between: Shlomi Palas Israeli ID. 057313579 residing at 17 Etrog Street Rosh Ha'ayin, ISRAEL {Hereinafter: the "lender") and Blue Sphere Corporation a U.S. company incorporated under the Nevada U.S. law and / or Eastern Sphere Ltd. a private fully owned subsidiary of Blue Sphere Corp. Israeli incorporation number 514

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2018 Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation) (Commissio

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.21 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 22, 2018, by and between Blue Sphere Corporation, a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 G

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 11, 2018, by and between BLUE SPHERE CORP., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 U

CONVERTIBLE PROMISSORY NOTE

Blue Sphere Corporation 10-Q Exhibit 10.18 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE R

COMMON STOCK PURCHASE WARRANT BLUE SPHERE CORPORATION

Blue Sphere Corporation 10-Q Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCE

12% CONVERTIBLE PROMISSORY NOTE Maturity Date of July 13, 2019 *the “Maturity Date” $83,000 July 13, 2018 *the “Issuance Date”

Blue Sphere Corporation 10-Q Exhibit 10.22 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SAL

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2018, by and between BLUE SPHERE CORP., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and ADAR BAYS, LLC a Florida limited liability company, with its address at 3411 Indian Creek

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 14, 2018, by and between Blue Sphere Corporation, a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 G

NOTE PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.17 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of 7th June 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the “Company”) and Bedrijvenpark ‘t Chijnsgoed B.V. a private company with limited liability having its office seat at

Date of Issuance: 7 June 2018 Euro 282,332.00 NON-INTEREST BEARING CONVERTIBLE NOTE DUE 1 September 2018

Blue Sphere Corporation 10-Q Exhibit 10.16 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

CONVERTIBLE PROMISSORY NOTE

Blue Sphere Corporation 10-Q Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE RE

AMENDMENT #11 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS

Blue Sphere Corporation 10-Q Exhibit 10.23 AMENDMENT #11 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS This Amendment #11, dated July 26, 2018 (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”). WHEREAS, the Is

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the “Company”) and COVENTRY ENTERPRISES, LLC, a Limited Liability Company, with its address at 80 S.W. 8th S

Blue Sphere Corporation 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of registra

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the “Company”) and ONE44 CAPITAL LLC, with its address at 1249 Broadway, Suite 103, Hewlett, NY 11557 (the “

CONVERTIBLE PROMISSORY NOTE

Blue Sphere Corporation 10-Q Exhibit 10.20 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE R

CONVERTIBLE PROMISSORY NOTE

Blue Sphere Corporation 10-Q Exhibit 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIV

BLUE SPHERE CORP. 10% CONVERTIBLE REDEEMABLE NOTE DUE MAY 17, 2019

Blue Sphere Corporation 10-Q Exhibit 10.7 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUND

BLUE SPHERE CORP. 10% CONVERTIBLE REDEEMABLE NOTE DUE MAY 22, 2019

Blue Sphere Corporation 10-Q Exhibit 10.12 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUN

BLUE SPHERE CORP. 12% CONVERTIBLE REDEEMABLE NOTE DUE MAY 11, 2019

Blue Sphere Corporation 10-Q Exhibit 10.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUND

Appendix D to LOAN AGREEMENT Entered into Effective and signed in Las Vegas on August 14, 2018

Blue Sphere Corporation 10-Q Exhibit 10.24 Appendix D to LOAN AGREEMENT Entered into Effective and signed in Las Vegas on August 14, 2018 Between: Global Smart cards Inc. 19528 Ventura Blvd. Tarzana 91356 By its Authorized Signatory Isaac Sambrausky (the "Lender") Of the first part And between: 1. Blue Sphere Corporation No. C20110728-0183 301 McCullough Dr. Charlotte, NC 28262 2. Eastern Sphere L

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.8 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2018, by and between Blue Sphere Corp., a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th floor, Charlotte, NC 28262 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 110 Wall Street, New York, NY 10005 (the “Bu

BLUE SPHERE CORP. 12% CONVERTIBLE REDEEMABLE NOTE DUE MAY 14, 2019

Blue Sphere Corporation 10-Q Exhibit 10.3 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUND

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2018, by and between BLUE SPHERE CORPORATION, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Hu

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.06 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2018, by and between Blue Sphere Corp., a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and Coolidge Capital LLC, a Delaware limited liability company, with its address at 249 Elsie Avenue,

BLUE SPHERE CORP. 10% CONVERTIBLE REDEEMABLE NOTE DUE JUNE 1, 2019

Blue Sphere Corporation 10-Q Exhibit 10.14 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUN

BLSP / Blue Sphere Corp. NOTIFICATION OF LATE FILING

NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55127 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

BLSP / Blue Sphere Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of registr

Appendix C to Loan Agreement, dated April 25, 2018, between the Company, Eastern Sphere and Global Smard Cards Inc.

Exhibit 10.14 Appendix C to LOAN AGREEMENT Entered into Effective and signed in Las Vegas on April 25, 2018 Between: Global Smart cards Inc. 19528 Ventura Blvd. Tarzana 91356 By its Authorized Signatory Isaac Sambrausky (the “Lender”) Of the first part And between: 1. Blue Sphere Corporation No. C20110728-0183 301 McCullough Dr. Charlotte, NC 28262 2. Eastern Sphere Ltd. P.C. Number 514415702 of 3

Promissory Note, dated August 20, 2017, issued by the Company to Global Smart Cards Inc.

Blue Sphere Corporation - 10-K Exhibit 10.231 PROMISSORY NOTE August 20, 2017 Las Vegas, Nevada $200,000.00 FOR VALUE RECEIVED, the undersigned, Blue sphere corporation a Nevada Company (“Blue sphere”), promises to pay GLOBAL SMART CARDS INC (the “Lender”) at 19528 Ventura Blvd. Tarzana CA 91356 or such other address as the Lender shall specify in writing, the principal sum of $200,000.00 (the “Lo

Convertible Promissory Note, dated January 30, 2018, issued by the Company to Labrys Fund, LP.

Blue Sphere Corporation - 10-K Exhibit 10.245 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES

Securities Purchase Agreement, dated January 30, 2018, between the Company and Labrys Fund, LP.

Blue Sphere Corporation - 10-K Exhibit 10.244 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2018, by and between Blue Sphere Corporation, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Par

12% Convertible Promissory Note, dated November 22, 2017, issued by the Company to JSJ Investments.

Blue Sphere Corporation - 10-K Exhibit 10.236 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR

Convertible Promissory Note, dated November 21, 2017, issued by the Company to Morningview Financial, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.235 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

Appendix to Loan Agreement, dated November 20, 2017, between the Company, Eastern Sphere and Global Smard Cards Inc.

Blue Sphere Corporation - 10-K Exhibit 10.232 Appendix to LOAN AGREEMENT Entered into Effective and signed in NYC on November 20, 2017 Between: Global Smart cards Inc. 19528 Ventura Blvd. Tarzana 91356 (the “Lender”) Of the first part And between: 1. Blue Sphere Corporation No. C20110728-0183 301 McCullough Dr. Charlotte, NC 28262 2. Eastern Sphere Ltd. P.C. Number 514415702 of 35 Assuta St., Even

Appendix B to Loan Agreement, dated February 25, 2018, between the Company, Eastern Sphere and Global Smard Cards Inc.

Blue Sphere Corporation - 10-K Exhibit 10.233 Appendix B to LOAN AGREEMENT Entered into Effective and signed in Las Vegas on February 25, 2018 Between: Global Smart cards Inc. 19528 Ventura Blvd. Tarzana 91356 By its Authorized Signatory Isaac Sambrausky (the “Lender”) Of the first part And between: 1. Blue Sphere Corporation No. C20110728-0183 301 McCullough Dr. Charlotte, NC 28262 2. Eastern Sph

Common Stock Purchase Warrant, dated January 3, 2018, issued by the Company to Crown Bridge Partners, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.243 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

2018 Stock Incentive Plan

Blue Sphere Corporation - 10-K Exhibit 10.403 BLUE SPHERE CORPORATION 2018 STOCK INCENTIVE PLAN 1. Purpose Blue Sphere Corporation’s 2018 Stock Incentive Plan is intended to promote the best interests of Blue Sphere Corporation and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentiv

Blue Sphere Corporation - 10-K

blsp-10k123117.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of

Securities Purchase Agreement, dated January 3, 2018, between the Company and Crown Bridge Partners, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.241 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 3, 2018, by and between BLUE SPHERE CORPORATION, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its a

Securities Purchase Agreement, dated December 10, 2017, between the Company and Altshuler Sham netz.

Blue Sphere Corporation - 10-K Exhibit 10.239 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 10, 2017, by and between Blue Sphere Corporation, a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”), and Altshuler Shaham netz., an Israeli corporation, with its address at Hab

Securities Purchase Agreement, dated November 21, 2017, between the Company and Morningview Financial, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.234 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2017, by and between BLUE SPHERE CORPORATION, a Nevada corporation, with headquarters located at 301 McCullough Drive, 4th Floor, Charlotte, NC 28226 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its

12% Convertible Note, dated December 4, 2017, issued by the Company to EMA Financial, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.238 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

12% Convertible Note, dated December 10, 2017, between the Company and Altshuler Sham netz.

Blue Sphere Corporation - 10-K Exhibit 10.240 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

Convertible Promissory Note, dated January 3, 2018, issued by the Company to Crown Bridge Partners, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.242 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFE

Securities Purchase Agreement, dated December 4, 2017, between the Company and EMA Financial, LLC.

Blue Sphere Corporation - 10-K Exhibit 10.237 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2017, is entered into by and between BLUE SPHERE CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreemen

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2018 (April 3, 2018) Date of Report (Date of earliest event reported) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdictio

Form of April 2018 Debenture Amendments, dated April 3, 2018, between the Company and the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.2 [SECOND/THIRD] AMENDMENT TO SENIOR DEBENTURE THIS [SECOND/THIRD] AMENDMENT TO SENIOR DEBENTURE (this “Amendment”) is made as of April 3, 2018 (the “Effective Date”) by and between Blue Sphere Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Holder”). WHEREAS, the Company issued to Holder, and certain other holders, a Senior Deb

Form of Second Letter Agreement, dated April 3, 2018, between the Company and the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.1 April 3, 2018 By Email [DEBENTURE HOLDER] Re: Senior Debenture/April Maturity Date Extensions and Warrants Gentlemen: Reference is made to that certain Subscription Agreement, dated December 23, 2015, pursuant to which each of you purchased from Blue Sphere Corporation (“We”, the “Company” or “Blue Sphere”) a Senior Debenture, as subsequently amended (exc

Form of Second New Warrants, issued on April 3, 2018, by the Company to the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.3 BLUE SPHERE CORPORATION WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREO

Services Agreement, effective as of April 1, 2018, between Mr. Yossi Keret and the Company.

Blue Sphere Corporation 8-K Exhibit 10.1 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this “Agreement”) is made effective as of the Effective Date between Blue Sphere Corporation, a Nevada corporation having its principal place of business at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”) and Yossi Keret, an individual residing at [] (the “Executive”). The Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2018 (April 1, 2018) Date of Report (Date of earliest event reported) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

BLSP / Blue Sphere Corp. NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the T

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2018 (March 14, 2018) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdic

Form of Securities Purchase Agreement Document SPA-10212016, dated as of October 24, 2016, between the Company and JMJ Financial.

Blue Sphere Corporation 8-K Exhibit 10.1 LOAN EXTENSION, ADDITIONAL INVESTMENT & CONVERSION AGREEMENT Addendum to the Transaction Documents Dated October 24, 2016 This Loan Extension, Additional Investment & Conversion Agreement, dated February 21, 2018 (this ?Agreement?), is by and between Blue Sphere Corporation, a Nevada corporation (the ?Issuer?) and JMJ Financial (the ?Investor?) (referred to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 (February 21, 2018) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorp

Promissory Note #3, dated February 13, 2018, issued by the Company to JMJ Financial.

Blue Sphere Corporation 8-K Exhibit 10.2 PROMISSORY NOTE #3 This Promissory Note #3, dated February 13, 2018 (this ?Note #3?), is entered into by and between Blue Sphere Corporation, a Nevada corporation (the ?Issuer?) and JMJ Financial, a Nevada sole proprietorship, or its assignees (the ?Investor?). WHEREAS, the Issuer and the Investor (collectively, the ?Parties?) entered into Securities Purcha

Resignation of Lyron Bentovim, dated February 20, 2018.

EX-17.1 2 ex17-1.htm RESIGNATION OF LYRON BENTOVIM Blue Sphere Corporation 8-K Exhibit 17.1 February 20, 2018 Josh Shoham, Chairman of the Board Shlomi Palas, Chief Executive Officer Blue Sphere Resignation from the Board of Directors Dear Josh and Shlomi, I would like to notify you that I am resigning from the company’s board of directors effective immediately. I do not share the management team’

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 (February 20, 2018) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorp

Email Correspondence, dated February 19, 2018

Blue Sphere Corporation 8-K Exhibit 17.2 Email Correspondence dated February 19, 2018 From: Lyron Bentovim Sent: Monday, February 19, 2018 To: Shlomi Palas Shlomi, I reviewed the document (last evening?s version) and spent a sleepless night thinking about it, I don?t see how this agreement serves the interests on current shareholders or even of the company at large. Therefore I don?t see myself su

BLSP / Blue Sphere Corp. / KEENER JUSTIN - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rule 13d-1(b), (c) AND (d) (AMENDMENT NO. 1) BLUE SPHERE CORPORATION (Name of Issuer) COMMON Stock, $0.001 par value (Title of Class of Securities) 09605C202 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this Statement) Check the appropriate b

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. ) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C301 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

BLSP / Blue Sphere Corp. REGISTRATION WITHDRAWAL REQUEST

RW 1 blsp-rw012918.htm REGISTRATION WITHDRAWAL REQUEST Via Electronic Submission on Edgar January 29, 2018 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Blue Sphere Corporation Registration Statement on Form S-1 Filed December 15, 2016, as amended File No. 333-215110 Request for Withdrawal Dear Sir or Madam: Blue Sphere Corpor

Letter Agreement, dated December 22, 2017, between the Company and the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.1 December 21, 2017 By Email Tony Tortorella Jeff Denny Gary Haseley Alfred Brand Tom McDonough Ronnie Billitier Re: Senior Debenture/Maturity Date Extension and Warrants Gentlemen: Reference is made to that certain Subscription Agreement, dated December 23, 2015, pursuant to which each of you purchased from Blue Sphere Corporation (?We?, the ?Company? or ?

Form of New Warrants issued on December 22, 2017 by the Company to the Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.4 BLUE SPHERE CORPORATION WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2017 (December 22, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of inco

Form of Debenture Amendments, between the Company and the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.2 [FIRST]/[SECOND] AMENDMENT TO SENIOR DEBENTURE THIS [FIRST]/[SECOND]AMENDMENT TO SENIOR DEBENTURE (this ?Amendment?) is made as of December 22, 2017 (the ?Effective Date?) by and between Blue Sphere Corporation, a Nevada corporation (the ?Company?), and the undersigned (the ?Holder?). WHEREAS, the Company issued to Holder a Senior Debenture, dated Decembe

Form of New Warrants issued on December 22, 2017 by the Company to the 2015 Debenture Holders.

Blue Sphere Corporation 8-K/A Exhibit 10.3 FIRST AMENDMENT TO [$0.05]/[$0.075] WARRANT THIS FIRST AMENDMENT TO [$0.05]/[$0.075] WARRANT (this ?Amendment?) is made as of December 22, 2017 (the ?Effective Date?) by and between Blue Sphere Corporation, a Nevada corporation (the ?Company?), and the undersigned (the ?Holder?). WHEREAS, the Company issued to Holder a Warrant, dated December 23, 2015, nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2017 (June 29, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 (December 5, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpo

Turnkey Agreement for the Design, Construction and Delivery of a Biogas Plant, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V

Blue Sphere Corporation 8-K Exhibit 10.1 Dated: 4 December 2017 (1) Blue Sphere Brabant B.V. (2) Anaergia B.V. turnkey AGREEMENT FOR the design, construction and delivery of a Biogas plant TABLE OF ARTICLES 1. DEFINITIONS AND INTERPRETATION 2. SUBJECT OF THE AGREEMENT 3. AUTHORITY 4. CONTRACTOR?S REPRESENTATIONS AND WARRANTIES 5. GENERAL OBLIGATIONS AND AUTHORITY OF THE PARTIES 6. CONTRACT PRICE 7

Service, Maintenance and Operation Agreement, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V

Blue Sphere Corporation 8-K Exhibit 10.2 Dated: 4 December 2017 (1) Blue Sphere Brabant B.V. (2) Anaergia B.V. SERVICE, MAINTENANCE AND OPERATION AGREEMENT TABLE OF CONTENTS Article Page 1. RECITALS AND ANNEXES 3 2. OBJECT OF THE AGREEMENT 4 3. TECHNICAL DATA 5 4. OPERATION SERVICE 5 5. S&M SERVICE 8 6. Personnel of the SM&O Contractor 11 7. On-call service 11 8. OBLIGATIONS OF CLIENT 11 9. OBLIGA

Performance Guarantee Agreement, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V.

Blue Sphere Corporation 8-K Exhibit 10.3 PERFORMANCE GUARANTEE AGREEMENT THIS PERFORMANCE GUARANTEE AGREEMENT, dated as of 4 December 2017 (this ?Agreement?), is by and among: 1. BLUE SPHERE BRABANT B.V., a private company with limited liability, incorporated under the laws of the Netherlands, having its seat in Amsterdam, and its registered office at Singel 250, 1017AB Amsterdam, the Netherlands,

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2017 (June 29, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2017 (July 14, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisd

Form of Operating and Maintenance Contract for an Anaerobic Digestion Plant Using Biogas to Produce Electric Power between each SPV and Biogaservizi S.r.l. (as translated from Italian into English).

Blue Sphere Corporation 8-K/A Exhibit 10.1 OPERATING AND MAINTENANCE CONTRACT FOR AN ANAEROBIC DIGESTION PLANT USING BIOGAS TO PRODUCE ELECTRIC POWER between Biogaservizi S.r.l., with its registered office in Trieste at 146/3 Via Commerciale, tax code and VAT no. 01260460322, share capital of ?200,000.00, with ?10,000.00 subscribed and paid in, enrolled in the Venezia Giulia Business Register with

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2017, by and between Blue Sphere Corporation, a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”), and JABRO FUNDING CORP., a New York corporation, with its address at 1 Cedar La

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation 10-Q Exhibit 10.18 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2017, by and between Blue Sphere Corporation, a Nevada corporation, with its address at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 11

Blue Sphere Corporation 10-Q

blsp-10q093017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation

CONVERTIBLE PROMISSORY NOTE

Blue Sphere Corporation 10-Q Exhibit 10.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE R

CONVERTIBLE PROMISSORY NOTE

EX-10.19 6 ex10-19.htm CONVERTIBLE PROMISSORY NOTE Blue Sphere Corporation 10-Q Exhibit 10.19 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERR

Amendment #10 to the Securities Purchase Agreement, to the Promissory Note, and to the Common Stock Purchase Warrants, dated November 14, 2017, by and between the Company and JMJ Financial.

EX-10.20 7 ex10-20.htm AMENDMENT #10 TO THE SECURITIES PURCHASE AGREEMENT Blue Sphere Corporation 10-Q Exhibit 10.20 AMENDMENT #10 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS This Amendment #10, dated November 14, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “

Amendment #9 to the Securities Purchase Agreement, to the Promissory Note, and to the Common Stock Purchase Warrants, dated September 21, 2017, by and between the Company and JMJ Financial.

EX-10.15 2 ex10-15.htm AMENDMENT #9 TO THE SECURITIES PURCHASE AGREEMENT Blue Sphere Corporation 10-Q Exhibit 10.15 AMENDMENT #9 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS This Amendment #9, dated September 21, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “In

FINANCIAL STATEMENTS FUTURIS PAPIA S.p.A. INTERIM CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2017 TABLE OF CONTENTS

EX-99.2 3 ex99-2.htm UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS OF FUTURIS PAPI S.P.A. Blue Sphere Corporation 8-K/A Exhibit 99.2 FINANCIAL STATEMENTS FUTURIS PAPIA S.p.A. INTERIM CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2017 TABLE OF CONTENTS Page INTERIM CONDENSED FINANCIAL STATEMENTS: Independent Auditor’s Report F-2 Balance Sheets as of June 30, 2017 and December 31, 2016 F-3 Statem

FINANCIAL STATEMENTS FUTURIS PAPIA S.p.A. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 IN U.S. DOLLARS TABLE OF CONTENTS

Blue Sphere Corporation 8-K/A Exhibit 99.1 FINANCIAL STATEMENTS FUTURIS PAPIA S.p.A. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 IN U.S. DOLLARS TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 FINANCIAL STATEMENTS: Condensed Balance sheets as of December 31, 2016, and 2015 F-3 Condensed Statements of operations for the year ended December 31, 2016 and 2015 F-4 S

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.3 4 ex99-3.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Blue Sphere Corporation 8-K/A Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unless the context otherwise requires, the terms “Blue Sphere “, the “Company”, “we”, “us”, and “our” in these unaudited pro forma condensed consolidated financial statements and notes thereto refer to Blue Sphe

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2017 (August 30, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other juri

BLSP / Blue Sphere Corp. NOTIFICATION OF LATE FILING

NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2017 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I ? REGISTRANT INFORMATION Blue Sphere Corpor

Agreement for the Purchase and Supply of Green Gas 2019, dated September 15, 2017, between Blue Sphere Brabant B.V. and GasTerra B.V. (English - Translation)

Blue Sphere Corporation 8-K Exhibit 10.1 Agreement GG470-2019 Agreement for the purchase and supply of Green Gas 2019 between: GasTerra B.V. with its registered office in Groningen hereinafter referred to as: ?GasTerra? and Blue Sphere Brabant B.V., a limited liability company incorporated under the laws of the Netherlands, with its registered office in Amsterdam at [address], in this matter duly

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2017 (September 15, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of inco

Letter from Blue Sphere Corporation to Gain Solutions, S.R.O. concerning an Irrevocable Guaranty of Down Payment, Interest and Penalty Interest, dated September 11, 2017.

Blue Sphere Corp. 8-K/A Exhibit 10.02 September 11, 2017 GAIN SOLUTIONS, S.R.O. GEMINI Building B Na Pankr?ci 1724/129 Praha 4 CZECH REPUBLIC Attention: Lukas Uhlik, Director Re: Irrevocable Guaranty of Down Payment, Interest and Penalty Interest Ladies and Gentlemen: We refer to the Agreement dated as of September 11, 2017 by and between Blue Sphere Corp., a publicly traded corporation incorporat

Agreement, dated September 11, 2017, between Blue Sphere Corporation and Gain Solutions, S.R.O.

Blue Sphere Corp. 8-K/A Exhibit 10.01 AGREEMENT THIS AGREEMENT is made as of September 11, 2017 (the ?Effective Date?), by and between Blue Sphere Corp., a publicly traded corporation incorporated and existing under the laws of the State of Nevada, United States, entity number: E0515782007-5 with corporate seat 301 McCullough Drive, Charlotte, NC, 28262, United States (the ?BSC?) and Gain Solution

Security Agreement, dated September 11, 2017, between Blue Sphere Corporation and Gain Solutions, S.R.O.

Blue Sphere Corp. 8-K/A Exhibit 10.03 SECURITY AGREEMENT THIS SECURITY AGREEMENT entered into this 11 day of September, 2017 (this ?Agreement?) by and between Gain Solutions s.r.o., a company incorporated under the laws of the Czech Republic having its registered seat Na Pankraci 1724/129, Prague 4, 140 00, Czech republic, registered in the Commercial Register kept by the Municipal Court in Prague

Blue Sphere Corp. 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2017 (September 11, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of in

Long Term Mezzanine Loan Agreement, dated August 30, 2017, between Blue Sphere Corporation, Bluesphere Italy S.r.l. and Helios 3 Italy Bio-Gas 2 L.P.

BLUE SPHERE CORPORATION 8-K Exhibit 10.1 Execution Copy LONG TERM MEZZANINE LOAN AGREEMENT This Long Term Mezzanine Loan Agreement (?Agreement?) is entered into on this 30th day of August 2017 by and between: 1. 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

Subordination Agreement, dated August 30, 2017, between Blue Sphere Corporation, Bluesphere Italy S.r.l. and Helios 3 Italy Bio-Gas 2 L.P.

BLUE SPHERE CORPORATION 8-K Exhibit 10.3 SUBORDINATION AGREEMENT 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) a

Guarantee Plant Operation Management Agreement, dated September 4, 2017, between Pronto Verde A.G. and FUTURIS PAPIA S.p.A.

BLUE SPHERE CORPORATION 8-K Exhibit 10.4 Milan, September 4 2017 GUARANTEED PLANT OPERATION MANAGEMENT AGREEMENT Between 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2017 (August 30, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpor

Equity Pledge Agreement, dated August 30, 2017, between Blue Sphere Corporation and Helios 3 Italy Bio-Gas 2 L.P.

BLUE SPHERE CORPORATION 8-K Exhibit 10.2 EQUITY PLEDGE AGREEMENT This EQUITY PLEDGE AGREEMENT (this ?Pledge Agreement?), is entered into by and between 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 representativ

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 12) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C301 (CUSIP Number) Adam D. Averbach, Esq. Ibex Investors LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address and Telephone

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.70 SECURITIES PURCHASE AGREEMENT 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?). WHEREAS, the Company

PLACEMENT AGENCY AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.69 Page 1 of 21 PLACEMENT AGENCY AGREEMENT [], 2017 Blue Sphere Corporation 301 McCullough Drive, 4th Floor Charlotte, North Carolina 28262 Ladies and Gentlemen: This letter (the ?Agreement?) constitutes the agreement among Maxim Group LLC (?Maxim? or the ?Placement Agent?) and Blue Sphere Corporation (the ?Company?), that the Placement Agent shall serve as

[__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 1.1 [] Shares of Common Stock and [] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT August [], 2017 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Acting severally on behalf of itself and as representative of the several Underwriters named on Schedule I annexed hereto. Ladies and Gentlemen: Blue Sphere Corpo

ESCROW AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.71 ESCROW AGREEMENT 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?). BACKGROUN

BLUE SPHERE CORPORATION PLACEMENT AGENT WARRANT

Blue Sphere Corporation S-1/A Exhibit 10.75 BLUE SPHERE CORPORATION PLACEMENT AGENT WARRANT 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 PE

- AMENDMENT NO 6 TO FORM S-1

blsp-s1a080717.htm As filed with the Securities and Exchange Commission on August 17, 2017 Registration No. 333-215110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 6) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPHERE CORPORATION (Exact name of registrant as specified in its charter) Nevada 7370 98-0550257 (State or other jurisdic

LOCK-UP AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.72 LOCK-UP AGREEMENT [ ], 2017 Maxim Group LLC As Representative of the Underwriters. 405 Lexington Avenue New York, NY 10174 Re: Public Offering of Securities of Blue Sphere Corporation Ladies and Gentlemen: The undersigned understands that you, as representative (the ?Representative?) of the Underwriters (the ?Underwriters?), propose to enter into an Unde

Blue Sphere Corporation 10-Q

blsp-10q063017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exa

Third Amendment Agreement relating to the Share Purchase Agreement for the purchase of 100% of the share capital of FUTURIS PAPIA S.r.l., dated July 31, 2017, between the Company and Pronto Verde A.G.

Blue Sphere Corporation 8-K/A Exhibit 10.2 THIRD AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT DATED AS OF JUNE 29, 2017 This ?THIRD AMENDMENT? is made and entered into as of July 31, 2017 by and among FUTURIS S.r.l. (?FUTURIS?), incorporated and existing under the laws of Italy, having its registered office at Milan (MI), Via Montefeltro n. 4, 20156, VAT and fiscal code no. 06642020967, in the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2017 (July 31, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdict

Second Amendment Agreement to Share Purchase Agreement Dated as of June 29, 2017.

Blue Sphere Corporation 8-K/A Exhibit 10.1 SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT DATED AS OF JUNE 29, 2017 THIS ?SECOND AMENDMENT? is made and entered into as of July 31, 2017 by and among PRONTO VERDE A.G., incorporated and existing under the laws of Switzerland, having its registered office at Bahnhofplatz, 3, 6460 ? Aurdorf (UR), Switzerland, enrolled in the register of the com

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 11) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C301 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address an

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on July 21, 2017 Registration No.

Amendment #8 to the Securities Purchase Agreement, the $2,106,000 Promissory Note, and the Common Stock Purchase Warrants, dated June 6, 2017, by and between the Company and JMJ Financial.

Blue Sphere Corporation S-1/A Exhibit 10.64 AMENDMENT #8 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS 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?) WHEREA

ESCROW AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.71 ESCROW AGREEMENT 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?). BACKGROUND A. Is

[__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 1.1 [] Shares of Common Stock and [] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT [], 2017 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Acting severally on behalf of itself and as representative of the several Underwriters named on Schedule I annexed hereto. Ladies and Gentlemen: Blue Sphere Corporation,

Subsidiaries of Registrant.

Blue Sphere Corporation S-1/A Exhibit 21.1 LIST OF SUBSIDIARIES AND AFFILIATES Blue Sphere Corporation (the ?Company?) has the following direct and indirect subsidiaries and/or affiliates: Subsidiary Name Jurisdiction of Formation Percentage of Ownership Eastern Sphere, Ltd. Israel 100% Bluesphere Pavia S.r.l Italy 100% (1) Agricerere S.r.l. Italy 100% (2) Agrielekra S.r.l. Italy 100% (2) Agrisors

SECURITIES PURCHASE AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.70 SECURITIES PURCHASE AGREEMENT 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?). WHEREAS, the Company

PLACEMENT AGENCY AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.69 Page 1 of 21 PLACEMENT AGENCY AGREEMENT [], 2017 Blue Sphere Corporation 301 McCullough Drive, 4th Floor Charlotte, North Carolina 28262 Ladies and Gentlemen: This letter (the ?Agreement?) constitutes the agreement among Maxim Group LLC (?Maxim? or the ?Placement Agent?) and Blue Sphere Corporation (the ?Company?), that the Placement Agent shall serve as

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2017 (July 14, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

Biogas Plants’ Ordinary Management Proposal, dated July 14, 2017, between the Company and Società Agricola Burnigaia Società Semplice d/b/a La Fenice (as translated from Italian into English).

Blue Sphere Corporation 8-K Exhibit 10.1 Societ? Agricola Burnigaia Societ? Semplice Via Giovanni Prescillo Re n?1 24020 Premolo (BG) Tax Code and VAT: 03578040168 Messers Agrisorse Srl Societ? Agricola Societ? Agricola Gefa srl Agrielektra Srl Societ? Agricola Agricerere Srl Societ? Agricola Corso Matteotti, 1 20121 Milan (MI) Premolo, July 14th, 2017 Re: Biogas Plants? Ordinary Management Propos

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2017 (July 12, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

Amendment Agreement relating to the Share Purchase Agreement for the purchase of 100% of the share capital of FUTURIS PAPIA S.r.l., dated July 12, 2017, between the Company and Pronto Verde A.G.

Blue Sphere Corporation 8-K Exhibit 10.1 AMENDMENT AGREEMENT THIS AMENDMENT is made and entered into as of July 12, 2017 (the ?AMENDMENT AGREEMENT?) WHEREAS A. On 29 June 2017, the undersigned Blue Sphere Corporation (as BUYER) and Pronto Verde AG (as SELLER) executed the Share Purchase Agreement (such agreement with all related annexes and/or related documentation, the ?SPA?) regulating terms and

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2017 (June 29, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

Share Purchase Agreement relating to the purchase of 100% of the share capital of ENERGYECO S.r.l., dated June 29, 2017, by and between Blue Sphere Corporation and Pronto Verde A.G.

Blue Sphere Corporation 8-K Exhibit 10.02 SHARE PURCHASE AGREEMENT relating to the purchase of 100% of the share capital of ENERGYECO S.r.l. June 29, 2017 Content SECTION 1 - RECITALS, EXHIBITS AND DEFINITIONS p. 2 SECTION 2 - PURCHASE AND SALE OF THE SHARES p. 7 SECTION 3 - PURCHASE PRICE p. 8 SECTION 4 - CONDITIONS PRECEDENT p. 9 SECTION 5 - PRE-CLOSING COVENANTS p. 12 SECTION 6 - CLOSING p. 12

Share Purchase Agreement relating to the purchase of 100% of the share capital of FUTURIS PAPIA S.r.l., dated June 29, 2017, by and between Blue Sphere Corporation and Pronto Verde A.G.

Blue Sphere Corporation 8-K Exhibit 10.01 SHARE PURCHASE AGREEMENT relating to the purchase of 100% of the share capital of FUTURIS PAPIA S.r.l. June 29, 2017 Content SECTION 1 - RECITALS, EXHIBITS AND DEFINITIONS p. 2 SECTION 2 - PURCHASE AND SALE OF THE SHARES p. 7 SECTION 3 - PURCHASE PRICE p. 7 SECTION 4 - CONDITIONS PRECEDENT p. 8 SECTION 5 - PRE-CLOSING COVENANTS p. 12 SECTION 6 - CLOSING p.

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2017 (June 23, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2017 (June 23, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

BLUE SPHERE CORPORATION An Offering of a Combination of its Securities, Consisting of Up to 1,440,000 Shares of Common Stock and Warrants to Purchase up to 1,440,000 Shares of Common Stock

blsp-s1061317.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-218692 BLUE SPHERE CORPORATION $4,500,000 An Offering of a Combination of its Securities, Consisting of Up to 1,440,000 Shares of Common Stock and Warrants to Purchase up to 1,440,000 Shares of Common Stock This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the ?SEC?)

Blue Sphere ESP

Via Edgar June 19, 2017 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Jeff N. Kauten, Attorney-Adviser Re: Blue Sphere Corporation Registration Statement on Form S-1 Filed June 13, 2017 As Amended June 15, 2017 File No. 333-218692 Ladies and Gentlemen: Blue Sphere Corporation (the ?Company?)

- AMENDMENT TO FORM S-1

blsp-s1061317.htm As filed with the Securities and Exchange Commission on June 15, 2017 Registration No. 333-218692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPHERE CORPORATION (Exact name of registrant as specified in its charter) Nevada 7370 98-0550257 (State or other jurisdictio

Registration Statement - GENERAL FORM OF REGISTRATION STATEMENT

blsp-s1061317.htm As filed with the Securities and Exchange Commission on June 13, 2017 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPHERE CORPORATION (Exact name of registrant as specified in its charter) Nevada 7370 98-0550257 (State or other jurisdiction of (Primary Standard Indust

BLUE SPHERE CORPORATION

Blue Sphere Corporation S-1 Exhibit 10.61 BLUE SPHERE CORPORATION WARRANT WARRANT NUMBER: [] ISSUANCE DATE: [], 2017 FOR VALUE RECEIVED, BLUE SPHERE CORPORATION, a Nevada corporation (the “Company”), as of [], 2017 (the “Issuance Date”), hereby certifies that [], or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company [] sha

Amendment #7 to the Securities Purchase Agreement, the $2,106,000 Promissory Note, and the Common Stock Purchase Warrants, dated June 6, 2017, by and between the Company and JMJ Financial.

Blue Sphere Corporation S-1 Exhibit 10.60 AMENDMENT #7 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS This Amendment #7, dated June 6, 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?) WHEREAS,

Blue Sphere Corporation 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name o

Blue Sphere Corporation 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No.: 000-55127 Blue Sphere Corporation (Exact name

WARRANT AGREEMENT BLUE SPHERE CORPORATION WARRANT AGREEMENT Dated as of [__], 2017

EX-10.35 4 ex10-35.htm FORM OF WARRANT FOR THE OFFERING Blue Sphere Corporation S-1/A Exhibit 10.35 WARRANT AGREEMENT BLUE SPHERE CORPORATION and [] WARRANT AGREEMENT Dated as of [], 2017 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 ag

LIST OF SUBSIDIARIES AND AFFILIATES

EX-21.1 10 ex21-1.htm SUBSIDIARIES OF REGISTRANT Blue Sphere Corporation S-1/A Exhibit 21.1 LIST OF SUBSIDIARIES AND AFFILIATES Blue Sphere Corporation (the “Company”) has the following direct and indirect subsidiaries and/or affiliates: Subsidiary Name Jurisdiction of Formation Percentage of Ownership Eastern Sphere, Ltd. Israel 100% Bluesphere Pavia S.r.l Italy 100% (1) Agricerere S.r.l. Italy 1

POWER PURCHASE AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.61 POWER PURCHASE AGREEMENT 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 indi

[__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT

EX-1.1 2 ex1-1.htm FORM OF UNDERWRITING AGREEMENT Blue Sphere Corporation S-1/A Exhibit 1.1 [] Shares of Common Stock and [] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT [], 2017 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Acting severally on behalf of itself and as representative of the several Underwriters named on Schedule I annexed here

BLUE SPHERE CORPORATION REPRESENTATIVE’S WARRANT

Blue Sphere Corporation S-1/A Exhibit 10.51 BLUE SPHERE CORPORATION REPRESENTATIVE?S WARRANT 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 P

- AMENDED S-1

As filed with the Securities and Exchange Commission on May 30, 2017 Registration No.

BLUE SPHERE CORPORATION PRE-FUNDED WARRANT

EX-10.56 7 ex10-56.htm FORM OF PRE-FUNDED WARRANT FOR THE OFFERING Blue Sphere Corporation S-1/A Exhibit 10.56 BLUE SPHERE CORPORATION PRE-FUNDED WARRANT WARRANT NUMBER: [] ISSUANCE DATE: [], 2017 THIS PRE-FUNDED WARRANT (this “Warrant”) certified that, for value received, BLUE SPHERE CORPORATION, a Nevada corporation (the “Company”), as of [], 2017 (the “Issuance Date”), hereby certifies that [],

SECOND AMENDED AND RESTATED RENEWABLE ENERGY POWER PURCHASE AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.62 SECOND AMENDED AND RESTATED RENEWABLE ENERGY POWER PURCHASE AGREEMENT 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

Amendment #6 to the Securities Purchase Agreement, the $2,106,000 Promissory Note, and the Common Stock Purchase Warrants, dated May 18, 2017, by and between the Company and JMJ Financial.

Blue Sphere Corporation S-1/A Exhibit 10.55 AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS 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?). WHEREA

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2017 (May 26, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation) (

Form of Pledge Agreement.

EX-10.4 5 ex10-4.htm FORM OF PLEDGE AGREEMENT Blue Sphere Corporation 8-K Exhibit 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Pledge” or this “Agreement”) is dated as of [ ], 2017, by and between Blue Sphere Corporation, a Nevada corporation (the “Company” or “Pledgor”), and the undersigned investors (the “Pledgees”). WHEREAS, the Company and Pledgees are executing and delivering this Agree

Debenture Refinance and Purchase Agreement, dated May 26, 2017.

EX-10.1 2 ex10-1.htm DEBENTURE REFINANCE AND PURCHASE AGREEMENT Blue Sphere Corporation 8-K Exhibit 10.1 DEBENTURE REFINANCE AND PURCHASE AGREEMENT THIS DEBENTURE REFINANCE AND PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2017, by and between Blue Sphere Corporation, a Nevada corporation (the “Company”), Mstead Ltd, a corporation formed under the laws of the Republic of Mauritius (“M

Form of Convertible Debentures.

Blue Sphere Corporation 8-K Exhibit 10.2 BLUE SPHERE CORPORATION CONVERTIBLE SENIOR DEBENTURE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), A

Form of Debenture Refinance Warrants.

Blue Sphere Corporation 8-K Exhibit 10.3 BLUE SPHERE CORPORATION WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTI

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of registr

Letter Agreement, dated April 4, 2017, between JMJ Financial and Blue Sphere Corporation.

EX-10.4 2 ex10-4.htm LETTER AGREEMENT Blue Sphere Corporation 10-Q Exhibit 10.4 April 4, 2017 Eilon Natan Director of Investments JMJ Financial Re: Extension of Certain Deadlines in Promissory Note and Common Stock Purchase Warrants Dear Eilon: This letter agreement (this “Letter Agreement”) concerns the Promissory Note issued by Blue Sphere Corporation (“Blue Sphere”) to JMJ Financial (“JMJ”) on

Amendment #4 to the Securities Purchase Agreement, the $1,579,500 Promissory Note, and the Common Stock Purchase Warrants, dated April 28, 2017, by and between Blue Sphere Corporation and JMJ Financial.

EX-10.6 4 ex10-6.htm AMENDMENT #4 TO THE SECURITIES PURCHASE AGREEMENT Blue Sphere Corporation 10-Q Exhibit 10.6 AMENDMENT #4 TO THE SECURITIES PURCHASE AGREEMENT TO THE $1,579,500 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTS This Amendment #4, dated April 28, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the

Amendment #5 to the Securities Purchase Agreement and to the $1,579,500 Promissory Note, dated May 11, 2017, by and between Blue Sphere Corporation and JMJ Financial.

Blue Sphere Corporation 10-Q Exhibit 10.7 AMENDMENT #5 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $1,579,500 PROMISSORY NOTE This Amendment #5, dated May 10, 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”) WHEREAS, the Issuer and the Investor entered in

Amendment #3 to the Securities Purchase Agreement and to the $1,579,500 Promissory Note, dated April 13, 2017, by and between Blue Sphere Corporation and JMJ Financial.

Blue Sphere Corporation 10-Q Exhibit 10.5 AMENDMENT #3 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $1,579,500 PROMISSORY NOTE This Amendment #3, dated April 13, 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”). WHEREAS, the Issuer and the Investor entered

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 blsp-8k032317.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2017 (March 24, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (Stat

Form of First Amendment to Senior Debenture.

EX-10.2 2 ex10-2.htm FORM OF FIRST AMENDMENT TO SENIOR DEBENTURE Blue Sphere Corporation 8-K Exhibit 10.2 FIRST AMENDMENT TO SENIOR DEBENTURE THIS FIRST AMENDMENT TO SENIOR DEBENTURE (this “Amendment”) is made as of [ ], 2017 (the “Effective Date”) by and between Blue Sphere Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Holder”). WHEREAS, the Company issued to Holder

Certificate of Amendment to Articles of Incorporation as filed with the Secretary of State of the State of Nevada effective as of March 24, 2017.*

Blue Sphere Corporation 8-K Exhibit 10.3

- AMENDED S-1

As filed with the Securities and Exchange Commission on March 24, 2017 Registration No.

Certificate of Amendment No. 2 to our Amended and Restated Certificate of Incorporation

Blue Sphere Corporation S-1/A Exhibit 3.2

Amendment #2 to the Securities Purchase Agreement and to the $1,053,000 Promissory Note, dated March 14, 2017, by and between Blue Sphere Corporation and JMJ Financial.*

Blue Sphere Corporation 8-K Exhibit 10.2 AMENDMENT #2 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $1,053,000 PROMISSORY NOTE This Amendment #2, dated March 14, 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?) WHEREAS, the Issuer and the Investor entered i

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2017 (March 14, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporatio

JMJ Letter Agreement.

Blue Sphere Corporation 8-K Exhibit 10.1 March 1, 2017 Eilon Natan Director of Investments JMJ Financial Re: Extension of Certain Deadlines in Promissory Note and Common Stock Purchase Warrants Dear Eilon: This letter (this “Letter Agreement”) concerns the Promissory Note issued by Blue Sphere Corporation (“Blue Sphere”) to JMJ Financial (“JMJ”) on October 24, 2016 in the Principal Sum of up to $1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2017 (March 1, 2017) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporation)

AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED May 14 2015 By and between

Blue Sphere Corporation S-1/A Exhibit 10.10 AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED May 14 2015 By and between Bluesphere Pavia S.r.l., (formerly Bluesphere Itala S.r.l.) a limited liability company incorporated and existing under the laws of Italy, having its registered office at Corso G. Matteotti, 1, 20122 — Milan, Italy, Italian Tax Code and VAT No. 09084920967, represented by Mr. Roy

- AMENDMENT NO. 2 TO FORM S-1

As filed with the Securities and Exchange Commission on March 7, 2017 Registration No.

SERVICE, MAINTENANCE AND OPERATION AGREEMENT Contract N. SER_0356-2014-GEST ? June 5, 2014

Blue Sphere Corporation S-1/A Exhibit 10.36 SERVICE, MAINTENANCE AND OPERATION AGREEMENT Contract N. SER0356-2014-GEST ? June 5, 2014 BETWEEN 1. Orbit Energy Charlotte, LLC with its registered office at 301 McCullough Drive, 4th Floor Charlotte, NC 28262, represented by its authorized signatory, Shlomi Palas (the ?Client?); 2. AUSTEP USA Inc. with its registered office, at Empire State Building, 3

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EX-10.42 5 ex10-42.htm AMENDED AND RESTATED TURNKEY AGREEMENT FOR THE DESIGN, CONSTRUCTION AND DELIVERY OF A BIOGAS PLANT, DATED JUNE 5, 2014 Blue Sphere Corporation S-1/A Exhibit 10.42 Preamble Whereas the Principal desires to have a biogas plant with an electrical output capacity of 5.2 MW to be supplied and built at the Site and engages the Contractor to perform the obligations described in Art

PLANT EBITDA GUARANTEE AGREEMENT Entered on the date of ______, 2015

Blue Sphere Corporation S-1/A Exhibit 10.46 PLANT EBITDA GUARANTEE AGREEMENT Entered on the date of , 2015 Between AUSTEP S.p.A. (?Austep?) registered identification number [ ] a company incorporated under the laws of Italy, with registered office in [ ], represented by its legal representative [ ]; and [ ] registered identification number a company incorporated under the laws of Italy, with regis

Preamble

Blue Sphere Corporation S-1/A Exhibit 10.43 Preamble Whereas the Principal desires to have a biogas plant with an electrical output capacity of 3.2 MW supplied and built at the Site and engages the Contractor to perform the obligations described in Article 2.1 hereof; And whereas the Contractor declares that it has the appropriate know-how, experience and skills to supply, design, engineer, procur

MANAGEMENT AGREEMENT

Blue Sphere Corporation S-1/A Exhibit 10.44 MANAGEMENT AGREEMENT 21 December 2016 BY and BETWEEN 1 Bluesphere Pavia S.r.l. (the ?Service Provider?), with registered business address in [ ], acting herein represented by Mr. Roy Amitzur, duly empowered to act by virtue of the resolution of the Board of Directors of the company dated 19 December 2016. And 2 [SPV], with registered business address in

AMENDED AND RESTATED LEASE AGREEMENT

EX-10.45 8 ex10-45.htm AMENDED AND RESTATED LEASE AGREEMENT Blue Sphere Corporation S-1/A Exhibit 10.45 AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”) is executed as of the 8th day of April 2015 (the “Execution Date”), by and between SHELBY REALTY, INC., a Rhode Island corporation, with an address of [] (“Landlord”), and ORBIT ENERGY RHODE ISLAND, LLC

Blue Sphere Corporation S-1/A

EX-10.49 10 ex10-49.htm LETTER AGREEMENT Blue Sphere Corporation S-1/A Exhibit 10.49 March 1, 2017 Eilon Natan Director of Investments JMJ Financial Re: Extension of Certain Deadlines in Promissory Note and Common Stock Purchase Warrants Dear Eilon: This letter (this “Letter Agreement”) concerns the Promissory Note issued by Blue Sphere Corporation (“Blue Sphere”) to JMJ Financial (“JMJ”) on Octob

BLSP / Blue Sphere Corp. / KEENER JUSTIN - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rule 13d-1(b), (c) AND (d) BLUE SPHERE CORPORATION (Name of Issuer) COMMON Stock, $0.001 par value (Title of Class of Securities) 09605C202 (CUSIP Number) February 14, 2017 (Date of event which requires filing of this Statement) Check the appropriate box to designate th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of registrant as spec

BLSP / Blue Sphere Corp. / DR BORENSTEIN LTD - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Sphere Corp. (Name of Issuer) Common (Title of Class of Securities) 09605C202 (CUSIP Number) Mark Radom, 1 Nachal Maor, Ramat Bet Shemesh, Israel 99623, +972 52 798 0831 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 10) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C202 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address an

Trade Date

EXHIBIT B TRANSACTIONS The following table sets forth all transactions with respect to Shares effected since Reporting Persons' most recent filing on Schedule 13D by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through the close of trading on February 2, 2017.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Addendum No. 1 to Service Agreement dated December 29, 2016, between the Company, Mr. Amitzur, JLS Advanced Investment Holdings Limited and Renewable Energy Management Services.

Blue Sphere Corporation S-1/A Exhibit 10.38 ADDENDUM NO. 1 TO SERVICE AGREEMENT THIS ADDENDUM NO. 1 TO SERVICE AGREEMENT (this ?Addendum?), dated December 29, 2016, constitutes an addendum to the Service Agreement, dated as of October 15, 2015 (the ?Agreement?), by and between Blue Sphere Corporation, a Nevada corporation (the ?Company?), JLS Advanced Investment Holdings Limited (?JLS AIHL?), and

- FORM S-1

As filed with the Securities and Exchange Commission on February 2, 2017 Registration No.

Personal Employment Agreement dated January 1, 2016, between Eastern Sphere and Elad Kerner.

Blue Sphere Corporation S-1/A Exhibit 10.40 PERSONAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st, day of January 2016 by and between Eastern Sphere Ltd. an Israeli company registered number 514415702 with registered offices at 35 Asuta, Even Yehuda, P.B. 35, Israel (hereinafter the “Company”), and Dr. Elad Kerner, Israeli ID number 022939128,

Service and Consulting Agreement dated May 30, 2013, between the Company and Efim Monsov.

Blue Sphere Corporation S-1/A Exhibit 10.39 SERVICE AND CONSULTING AGREEMENT THIS AGREEMENT made this 30th day of May 2013 BETWEEN: Blue Sphere Corporation, a Nevada company with a business office in Even Yehuda, 35 Asuta Street, Israel and/or Eastern Sphere Ltd. And /or Bino Sphere LLC and/or any present and/or future subsidiary of Blue Sphere Corporation (the “Company”) AND: EFIM MONOSOV (the “C

LIST OF SUBSIDIARIES

Blue Sphere Corporation S-1/A Exhibit 21.1 LIST OF SUBSIDIARIES Blue Sphere Corporation (the ?Company?) has the following direct and indirect subsidiaries: Subsidiary Name Jurisdiction of Formation Percentage of Ownership Eastern Sphere, Ltd. Israel 100% Bluesphere Pavia S.r.l Italy 100% (1) Agricerere S.r.l. Italy 100% (2) Agrielekra S.r.l. Italy 100% (2) Agrisorse S.r.l. Italy 100% (2) Gefa S.r.

Amended and Restated Non-Employee Director Compensation Plan.

Blue Sphere Corporation S-1/A Exhibit 10.41 AMENDED AND RESTATED BLUE SPHERE CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PLAN February 1, 2017 I. GENERAL PROVISIONS 1.1 This Plan. This Amended and Restated Non-Employee Director Compensation Plan (this “Plan”) of Blue Sphere Corporation (the “Company”) shall supersede and replace in its entirety the Company’s Non-Employee Director Compensation P

Charter of the Audit Committee.

Blue Sphere Corporation S-1 Exhibit 99.1 AUDIT COMMITTEE CHARTER OF BLUE SPHERE CORPORATION (Dated November 20, 2016) I. Preamble The Board of Directors of Blue Sphere Corporation (the ?corporation?) has formed an audit committee to oversee the financial reporting and audit process and evaluate the corporation?s internal controls over financial reporting. This charter is meant to identify the pers

WASTE DELIVERY AGREEMENT

Blue Sphere Corporation S-1 Exhibit 10.32 WASTE DELIVERY AGREEMENT This WASTE DELIVERY AGREEMENT (this ?Agreement?), is made and entered into effective as of this 13th day of October, 2016 (the ?Effective Date?) by and among ORBIT ENERGY RHODE ISLAND, LLC. a Rhode Island limited liability company (?Receiver?), and RENEWABLE ORGANICS MANAGEMENT, LLC, a Vermont, limited liability company (?Supplier?

Charter of the Compensation Committee

Blue Sphere Corporation S-1 Exhibit 99.4 COMPENSATION COMMITTEE CHARTER OF BLUE SPHERE CORPORATION (Dated November 20, 2016) I. Preamble The Board of Directors of Blue Sphere Corporation (the ?corporation?) has formed a compensation committee to establish and oversee the corporation?s executive and equity compensation programs. This charter is meant to identify the personnel and functions of the c

LIST OF SUBSIDIARIES

Blue Sphere Corporation S-1 Exhibit 21.1 LIST OF SUBSIDIARIES Blue Sphere Corporation (the “Company”) has the following direct and indirect subsidiaries: Subsidiary Name Jurisdiction of Formation Percentage of Ownership Eastern Sphere, Ltd. Israel 100% Bluesphere Pavia S.r.l Italy 100% (1) Agricerere S.r.l. Italy 100% (2) Agrielekra S.r.l. Italy 100% (2) Agrisorse S.r.l. Italy 100% (2) Gefa S.r.l.

Charter of the Nominations Committee.

Blue Sphere Corporation S-1 Exhibit 99.3 NOMINATIONS COMMITTEE CHARTER OF BLUE SPHERE CORPORATION (Dated November 20, 2016) I. Preamble The Board of Directors of Blue Sphere Corporation (the ?corporation?) has formed a nominations committee to establish and oversee the corporation?s director nominations process and procedures, develop and maintain the corporation?s corporate governance policies an

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on December 15, 2016 Registration No.

Charter of the Finance Committee.

Blue Sphere Corporation S-1 Exhibit 99.2 FINANCE COMMITTEE CHARTER OF BLUE SPHERE CORPORATION (Dated March 9, 2016) I. Preamble The Board of Directors of Blue Sphere Corporation (the ?corporation?) has formed a finance committee to oversee the corporation?s financial policies, strategies and capital structure. This charter is meant to identify the personnel and functions of the finance committee.

BLUE SPHERE WINS GRANT Blue Sphere Receives €151,934,350 SDE Grant for its Proposed Biogas Project in the Brabant Province of the Netherlands

Blue Sphere Corporation 8-K Exhibit 99.2 BLUE SPHERE WINS GRANT Blue Sphere Receives ?151,934,350 SDE Grant for its Proposed Biogas Project in the Brabant Province of the Netherlands CHARLOTTE, NC (PR Newswire) ?December 13, 2016 Blue Sphere Corporation (OTCQB: BLSP) (the ?Company? or ?Blue Sphere?), a clean-tech independent power producer that develops, owns and manages waste-to-energy facilities

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2016 (December 8, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpo

Blue Sphere Corporation 8-K

Blue Sphere Corporation 8-K Exhibit 99.1 Netherlands Enterprise Agency n/a > Return address PO Box 10073, 8000 GB Zwolle Ekwadraat Advies B.V. Attn.: Mr J.M. Hagen PO Box 827 8901 BP LEEUWARDEN THE NETHERLANDS Date 8 December 2016 In the name of Blue Sphere Brabant of AMSTERDAM Project Blue Sphere Brabant B.V. Re.: Decision to award a grant Correspondence address Hanzelaan 310 8017 JK Zwolle PO Bo

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 9) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C202 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address and

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Fund Trade Date Buy/Sell Shares Unit Cost Security Lazarus Israel Opportunities Fund II LLLP 10/21/2016 Buy 105,000 0.0768 Common Stock Lazarus Israel Opportunities Fund II LLLP 10/24/2016 Buy 750,000 0.079 Common Stock Lazarus Israel Opportunities F

EXHIBIT B TRANSACTIONS The following table sets forth all transactions with respect to Shares effected during the past sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through the close of trading on December 9, 2016.

Blue Sphere DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement BLUE SPHERE CORPORATION (Name of Reg

Blue Sphere PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement BLUE SPHERE CORPORATION (Name of Reg

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2016 (November 23, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorp

CHARLOTTE “AD” FACILITY ACHIEVES “COD” Blue Sphere Achieves Major Milestone

Blue Sphere Corporation 8-K Exhibit 99.1 CHARLOTTE ?AD? FACILITY ACHIEVES ?COD? Blue Sphere Achieves Major Milestone CHARLOTTE, NC (PR Newswire) ? November 23, 2016, Blue Sphere Corporation?(OTCQB: BLSP) (the ?Company?, ?Blue Sphere?, ?we?, ?our? or ?us?), an international Independent Power Producer (IPP) that is globally active in the clean energy production and waste to energy markets, released

Blue Sphere Updates Shareholders on Quarterly Reports

Blue Sphere Corporation 8-K Exhibit 99.1 Blue Sphere Updates Shareholders on Quarterly Reports CHARLOTTE, N.C., Nov. 21, 2016 /PRNewswire/ - Blue Sphere Corporation (OTCQB: BLSP) (the "Company", "Blue Sphere", "we", "our" or "us"), an international Independent Power Producer (IPP) that is globally active in the clean energy production and waste to energy markets, released today a shareholder lette

Blue Sphere Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2016 (November 21, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorp

Quarterly Report - AMENDMENT TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Ex

Form of February 3, 2016 Warrant

Blue Sphere Corporation - 10-Q/A Exhibit 10.6 NEITHER THIS SECURITY NOT THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP

Form of July Offering Subscription Agreement

Blue Sphere Corporation - 10-Q/A Exhibit 10.7 BLUE SPHERE SHARE SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 2nd, 2015 by and among Blue Sphere Corporation, a company organized and existing under the laws of the State of Nevada (“BSC”), and []. (the “Purchaser”). Whereas, BSC has agreed to sell and the Purchaser has agreed to purchase shares of commo

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (Exact name of reg

Quarterly Report - AMENDMENT TO QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from October 1, 2015 to December 31, 2015 Commission File No. 000-55127 Blue Sphere Corporation (Exact name of

Quarterly Report - AMENDED QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 000-55127 Blue Sphere Corporation (E

Blue Sphere NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: If the notification relates to a porti

Blue Sphere CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 (November 3, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpor

Form of Common Stock Purchase Warrant

Blue Sphere Corporation 8-K Exhibit 10.3 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PR

Form of Securities Purchase Agreement

Blue Sphere Corporation 8-K Exhibit 10.1 SECURITIES PURCHASE AGREEMENT DOCUMENT SPA-10212016 This Securities Purchase Agreement (this ?Agreement?) is dated as of October 24, 2016, between Blue Sphere Corporation, a Nevada corporation (the ?Issuer?) and [] (the ?Investor?) (referred to collectively herein as the ?Parties?). WHEREAS, the Issuer?s Board of Directors is expected to vote in favor of a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2016 (October 25, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorpor

Form of Promissory Note

EX-10.2 3 ex10-2.htm FORM OF PROMISSORY NOTE Blue Sphere Corporation 8-K Exhibit 10.2 BLSP PROMISSORY NOTE FOR VALUE RECEIVED, Blue Sphere Corporation, a Nevada corporation (the “Issuer” of this Security) with at least 240,000,000 common shares issued and outstanding, issues this Security and promises to pay to [], a [], or its Assignees (the “Investor”) the Principal Sum along with the Interest R

BLUE SPHERE CORPORATION 89,033,337 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-213145 PROSPECTUS BLUE SPHERE CORPORATION 89,033,337 Shares of Common Stock This prospectus relates to the resale of up to 89,033,337 shares of our common stock, of which (1) 53,266,668 shares are issued and outstanding and (2) 35,766,669 shares are issuable upon the exercise of certain outstanding warrants (the ?Offering Warrants?). We are not

Blue Sphere ESP

CORRESP 1 filename1.htm Via Edgar September 12, 2016 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Jeff N. Kauten, Attorney-Adviser Barbara C. Jacobs, Assistant Director Re: Blue Sphere Corporation Registration Statement on Form S-1 Filed August 15, 2016 As Amended September 1, 2016 and Septe

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

Blue Sphere ESP

CORRESP 1 filename1.htm Via Edgar September 1, 2016 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Jeff N. Kauten, Attorney-Adviser Barbara C. Jacobs, Assistant Director Re: Blue Sphere Corporation Registration Statement on Form S-1 Filed August 15, 2016 File No. 333-213145 Ladies and Gentleme

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on August 15 , 2016 Registration No.

Form of Common Stock Certificate.

Blue Sphere Corporation S-1/A Exhibit 4.1

Blue Sphere CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2016 (August 23, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporat

Blue Sphere CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2016 (August 23, 2016) Blue Sphere Corporation (Exact name of registrant as specified in its charter) Nevada 000-55127 98-0550257 (State or other jurisdiction of incorporat

Trade Date

EXHIBIT B TRANSACTIONS The following table sets forth all transactions with respect to Shares effected since the most recent Schedule 13D filing on August 12, 2016 by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through the close of trading on August 18, 2016.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Trade Date

EXHIBIT B TRANSACTIONS The following table sets forth all transactions with respect to Shares effected since the most recent Schedule 13D filing on August 12, 2016 by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through the close of trading on August 18, 2016.

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C202 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address and

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C202 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address and

BLUE SPHERE CORPORATION

BLUE SPHERE CORPORATION S-1 EXHIBIT 10.27 BLUE SPHERE CORPORATION WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF

BLUE SPHERE CORPORATION

BLUE SPHERE CORPORATION S-1 EXHIBIT 10.27 BLUE SPHERE CORPORATION WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF

2016 Stock Incentive Plan.

BLUE SPHERE CORPORATION S-1 EXHIBIT 10.26 BLUE SPHERE CORPORATION 2016 STOCK INCENTIVE PLAN 1. Purpose Blue Sphere Corporation’s 2016 Stock Incentive Plan is intended to promote the best interests of Blue Sphere Corporation and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to

LIST OF SUBSIDIARIES

BLUE SPHERE CORPORATION S-1 Exhibit 21.1 LIST OF SUBSIDIARIES Blue Sphere Corporation has the following direct and indirect subsidiaries: Subsidiary Name Jurisdiction of Formation Percentage of Ownership Eastern Sphere, Ltd. Israel 100 % Bluesphere Pavia Italy 100 % Johnstonsphere LLC Delaware 100 % Binosphere Inc. Delaware 100 % Sustainable Energy Ltd. Israel 100 % Orbit Energy Charlotte, LLC* No

2016 Stock Incentive Plan.

BLUE SPHERE CORPORATION S-1 EXHIBIT 10.26 BLUE SPHERE CORPORATION 2016 STOCK INCENTIVE PLAN 1. Purpose Blue Sphere Corporation’s 2016 Stock Incentive Plan is intended to promote the best interests of Blue Sphere Corporation and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on [], 2016 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPHERE CORPORATION (Exact name of registrant as specified in its charter) Nevada 7370 98-0550257 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer i

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on [], 2016 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPHERE CORPORATION (Exact name of registrant as specified in its charter) Nevada 7370 98-0550257 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer i

TRANSACTIONS The following table sets forth all transactions with respect to Shares effected since the most recent Schedule 13D filing on July 14, 2016 by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive

EXHIBIT B TRANSACTIONS The following table sets forth all transactions with respect to Shares effected since the most recent Schedule 13D filing on July 14, 2016 by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through the close of trading on August 11, 2016.

BLSP / Blue Sphere Corp. / Lazarus Management Co LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 Blue Sphere Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 09605C202 (CUSIP Number) Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 (Name, Address and

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.