0001144204-12-008228 Sample Contracts

BLUE SPHERE CORP. INVESTMENT AGREEMENT
Investment Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • Georgia

THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Management Services Agreement
Management Services Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • New York

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SERVICES AGREEMENT
Services Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

This Services Agreement (“Agreement”) is entered into this 8 day of April, 2010, by and between Blue Sphere, Corp. (the “Company”) a company registered in Nevada, USA, having its principal place of business at 35 Asuta St. Even Yehuda Israel and Alex Werber, having his principal place of business at Kohav Yeir israel (“Alex”).

Joint Venture Agreement between the J Stanley-Owusu Group of Companies and Blue Sphere Corporation with respect to destroying and utilising methane from the Oblogo and Mallam Waste Disposal Sites in Accra
Joint Venture Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc. • London

а) JSO provided BSC with the landfill data in respect of the Oblogo and Mallan waste disposal sites requested by BSC, which BSC analyzed with a view toward implementing a clean development mechanism landfill methane and/or compost or other alternative waste treatment project in accordance with approved methodologies AM0025 and/or ACM0001 (the “Project”) under the Kyoto Protocol to the United Nations Framework Convention on Climate Change or its replacement protocol both as amended or extended (“KP”); and

Shmuel Keshet [insert address] Re: Termination of Bluesphere Employment Agreement Dear Shmuel:
Blue Sphere Corp. • February 14th, 2012 • Services-computer programming, data processing, etc.

Reference is made to the Employment Agreement between you and Bluesphere Corporation (the “Company”) dated 3 March 2010, as amended or supplemented (the “Employment Agreement”). Capitalised terms used but not defined herein shall have the meanings assigned to such terms in the Employment Agreement. This letter agreement (this “Letter Agreement”) hereby sets forth the terms on which we have mutually agreed to terminate the Employment Agreement:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

THIS AMENDMENT (the "Amendment") amends the employment agreement entered into between Blue Sphere Corporation and Shlomo Palas dated March 3, 2010 and is made this ___ day of _____________, 2010 (the “Effective Date”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.

THIS AMENDMENT (the "Amendment") amends the employment agreement entered into between Blue Sphere Corporation and Shmuel Keshet dated March 3, 2010 and is made this ___ day of _____________, 2010 (the “Effective Date”).

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