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 jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262
(Address of principal executive offices) (Zip Code)
704-909-2806
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As used in this Current Report, all references to the terms “we”, “us”, “our”, “Blue Sphere” or the “Company” refer to Blue Sphere Corporation and its direct and indirect wholly-owned subsidiaries, unless the context clearly requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding the anticipated impact of certain events on the Company’s financial statements. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities and Exchange Commission. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 1.01
Entry Into a Material Definitive Agreement
Prior Related 8-K Filings
As reported by the Company on its Current Report on Form 8-K filed on July 5, 2017, on June 29, 2017, we entered into a Share Purchase Agreement (the “SPA”) with PRONTO VERDE A.G. (the “Seller”), relating to the purchase of one hundred percent (100%) of the share capital of FUTURIS PAPIA S.r.l., a limited liability company organized under the laws of Italy (the “SPV”), which owns and operates a 0.995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy. The closing in relation to the Udine SPV (the “Closing”) was to occur no later than July 15, 2017 (the “Closing Date”).
As reported by the Company on its Current Report on Form 8-K filed on July 14, 2017, on July 12, 2017, Blue Sphere, the Seller and Bluesphere Italy S.r.l., an Italian limited liability company and wholly-owned subsidiary of Blue Sphere, entered into an Amendment Agreement to the SPA (the “Amendment”, together with the SPA, the “Purchase Agreement”) whereby Blue Sphere assigned all of its rights, titles or interests arising out of the SPA to Bluesphere Italy S.r.l. The parties also agreed to change the Closing Date to July 31, 2017. In light of the postponed Closing, the Amendment also provides for certain amendments and clarifications to related provisions, exhibits and annexes to the SPA including, but not limited to, modifying the date of the SPV’s interim financial statements to be used in the purchase price Closing adjustment from April 20, 2017 to June 30, 2017.
Current Amendments
On July 31, 2017, Blue Sphere, the Seller and Bluesphere Italy S.r.l. entered into a Second Amendment Agreement to Share Purchase Agreement Dated as of June 29, 2017 (the “Second Amendment”) whereby the following amendments were made to the Purchase Agreement: (i) the “Closing Date”, as defined in the Purchase Agreement, was extended to September 4, 2017; (ii) in the event that Bluesphere Italy S.r.l. is unable to perform pursuant to the Purchase Agreement, it shall be required to pay a “Default Penalty” as defined in the Purchase Agreement, of €600,000 to Seller; (iii) in the event that Buyer does not pay the “Advance Payment”, as defined in the Purchase Agreement, the Seller shall have the right to terminate the Purchase Agreement; and (iv) Buyer shall pay to Seller, as an “Advance Payment”, within five (5) days of the effective date of the Second Amendment, an amount equal to €1,200,000, as more fully described in the Second Amendment.
As a consequence of the Second Amendment, Seller had to amend its Share Purchase Agreement with the actual SPV’s shareholders ( Futuris s.r.l and Segati Friuli S.r.l.) regarding the acquisition of SPV by entering into a Third Amendment Agreement to Share Purchase Agreement dated June 29, 2017 (“Futuris Amendment”). The Futuris Amendment provides that part of the consideration to be paid by Blue Sphere Italy S.r.l. to Seller pursuant to the Second Amendment (i.e. part of the “Advance Payment”) equal to € 400,000 is to be remitted to Futuris S.rl. under the Futuris Amendment as security deposit for completion of the transaction (the “Security Deposit”). Accordingly, pursuant to the Futuris Amendment, Bluesphere Italy S.r.l. shall pay the Security Deposit directly to Futuris S.r.l. requiring Bluesphere Italy S.r.l. and the Company, as guarantor, to be parties to the Futuris Amendment. Additionally, in the event that Bluesphere Italy S.r.l. fails to consummate the transaction on or before the Closing Date, the Seller shall be entitled to a Default Payment equal to €450,000.
The foregoing description of the Second Amendment and the Futuris Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of both documents as filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K
(d) Exhibits.
| 10.1 | Second Amendment Agreement to Share Purchase Agreement Dated as of June 29, 2017. |
| 10.2 | Third Amendment Agreement to Share Purchase Agreement Dated as of June 29, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Blue Sphere Corporation | ||
| Dated: August 4, 2017 | By: | /s/ Shlomi Palas |
| Shlomi Palas | ||
| President and Chief Executive Officer |
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 companies with no. CHE – 101.957.390, represented by Mr. Giovanni Di Vincenzo, born in Rome, on February 15th, 1948, acting as chief executive officer of the company, duly empowered for the purposes hereof (hereinafter referred to as the “ SELLER ”)
And
BLUESPHERE ITALY S.r.l. , a limited liability company incorporated and existing under the laws of Italy, having its registered office in Milan, Corso Matteotti no. 1, 20121 (MI), registered with the Companies' Register of Milan under no. MI-2124774, VAT Code No. 09967150963 represented by Mr. Rafa Jose Correa Martinez, acting as legal representative of the company, duly empowered for the purposes hereof ( “BUYER” )
BLUESPHERE CORPORATION , a company incorporated in Nevada, United States and having its business address at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262, U.S.A. represented by Mr. Shlomo Palas, acting as legal representative of the company, duly empowered for the purposes hereof ( “BC” or the “Guarantor” )
(BUYER and the SELLERS hereby individually referred to as “ PARTY ” and collectively the “ PARTIES ”)
WHEREAS:
| (A) | The PARTIES have as of June 29, 2017, entered into a Share Purchase Agreement clarified and amended by the AMENDMENT AGREEMENT as of July 12, 2017 (the Share Purchase Agreement so amended hereinafter referred to as the " SPA "); |
| (B) | According to Section 6.1 of the SPA the CLOSING DATE has been agreed to occur on July 31, 2017. Due to certain delays and unforeseen situations it is not possible to comply with the established CLOSING DATE term and accordingly the PARTIES have agreed to post-pone the CLOSING DATE and to make certain amendments to the SPA; |
| (C) | In the light of the above, on today’s date the PARTIES entered into, together with the ORIGINAL SHAREHOLDERS, a deed of amendment to the share purchase agreement entered into on June 29, 2017 between the SELLER and the ORIGINAL SHAREHOLDERS, modifying certain terms and condition of the same (the “ FUTURIS AMENDMENT ”); |
| (D) | Capitalized terms used but not otherwise defined in this Second Amendment Agreement (“ Second Amendment ”) shall have the respective meanings assigned to them in the SPA, unless the context requires otherwise. |
NOW, THEREFORE
| 1. | The PARTIES have now agreed to amend the SPA as set forth below. |
a) Section 6.1 of the SPA is hereby amended in its entirety to read as follows:
6.1. Without prejudice to the provisions of SECTION 4, the CLOSING shall take place on the CLOSING DATE at the office of the Public Notary Ruben Israel in Milan, on 4 September 2017 (the “ CLOSING DATE ”).
b) The following new paragraph 6.6 of the SPA shall be added after Section 6.5
6.6. Should the BUYER fail to or communicate its unavailability for whatever reason to perform on the CLOSING DATE the actions described in Section 6.2 or Exhibit 6.2, the BUYER shall pay a default penalty equal to the amount of € 600,000.00 (the “ DEFAULT PENALTY ”), without prejudice for any claim of the SELLER for damages exceeding such amount. In case of default of the BUYER, the SELLER shall be entitled to keep any amount received from the BUYER before the CLOSING DATE and allocate the same as partial payment of the DEFAULT PENALTY.
c) The following paragraph 9.12. shall be added after Section 9.11 of the SPA
“In the event the BUYER does not pay for whatever reason the ADVANCE PAYMENT, SELLER shall have the right to terminate the SPA according to article 1456 ICC and shall be entitled to damages. “
d) The following shall be added to the end of Section 12.1(ii) of the SPA:
“ SPV shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning the amount of the ALLIANZ claim, granting, among the others, powers to appoint lawyers, sign documents, petitions, claims applications whatsoever before Courts and any authority with regard to such item ”
e) The following shall be added to the end of Section 12.1(iii) of the SPA:
“SPV shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning the net receivables pertaining the white certificates or TEE granting, among the others, powers to appoint lawyers, sign documents, petitions, claims applications whatsoever before Courts and any authority with regard to such item””
| 2. | The BUYER shall pay to the SELLER within 5 (five) days from the signature of this Second Amendment an amount of Euro 1,200,000.00 as advance payment (the “ ADVANCE PAYMENT ”) for the performance of all the obligations of the BUYER under the SPA. The ADVANCE PAYMENT shall be paid as follows: |
(i) as of Euro 400,000.00 directly to Futuris S.r.l. on behalf of the SELLER as agreed and specified in the FUTURIS AMENDMENT;
(ii) as for Euro 800.000.00 by wire transfer to the SELLER.
Should the BUYER fail to pay for whatever reason the ADVANCE PAYMENT within such term, the SELLER shall have the right to terminate the SPA according to section 1456 c.c. and shall be entitled to damages against jointly the BUYER and BC.
| 3. | At the CLOSING DATE, the ADVANCE PAYMENT shall be allocated as follows: |
(i) the amount provided for under Section 2.2(ii) of the FUTURIS AMENDMENT shall be counted for the determination of the CLOSING PAYMENT as part of the shareholders loan finalized to repay the CARIPARMA LOAN;
(ii) the balance, if any, between: a) the ADVANCE PAYMENT less the amount under Section 3(i) above and b) the CLOSING PAYMENT shall be utilized to constitute the escrow account provided under Section 8 of the GPOMA.
| 4. | In case of default of BUYER to perform the actions described in Section 6.2 of the SPA and in Exhibit 6.2, the ADVANCE PAYMENT shall be kept by SELLER as payment of the DEFAULT PENALTY under Section 6.6. of the SPA and on account of further damages suffered by the SELLER. |
| 5. | Upon presentation of evidence of payment of the ADVANCE PAYMENT (copy of the ASSEGNO CIRCOLARE and irrevocable order in favour of SELLER for the balance due), SELLER shall release to Mr. Lorenzo Sperti a notarial proxy expiring at the CLOSING DATE to perform the actions envisaged in Exhibit 6.2 of the SPA – Section 2 – 1 CLOSING A – and Section 2 - 3 CLOSING B that is to say the execution of the notarized endorsement of the CLOSING A SHARES and the CLOSING B SHARES in favor of the BUYER |
| 7. | Save for and in addition to the price due under the SPA, the BUYER and BC jointly undertake to pay FUTURIS at the CLOSING DATE an amount equal to € 50,000 as partial reimbursement of the expenditures of FUTURIS in the transaction for accounting and legal services. |
| 8. | This Second Amendment shall be considered an integral part of the SPA and shall be binding upon each PARTY from the date first above written. Subject only to the modification referred to in this Second Amendment, the SPA shall remain in full force and effect and where necessary shall be read and construed and be enforceable as if the terms of this Second Amendment were inserted. |
| 9. | The provisions of Section 13 of the SPA shall apply also to this Second Amendment. |
IN WITNESS WHEREOF, the parties hereof have executed this Second Amendment as of the date first above written.
Milan, 31 July 2017
SELLER
| /S/ |
| PRONTO VERDE AG |
| Mr. Giovanni Di Vincenzo |
| BUYER |
| /S/ |
| BLUESPHERE ITALY S.r.l. |
| Mr. Rafa Jose Correa Martinez |
| BLUESPHERE CORPORATION |
| /S/ |
| Mr. Shlomo Palas |
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 person of its sole director, Ing. Danielli Rodolfo, born in Milan on 11 September 1946, fiscal code no. DNLRLF46P11F205O
SEGATI FRIULI S.r.l. (“ SEGATIFRIULI ”), incorporated and existing under the laws of Italy, having its registered office at Pavia di Udine (UD), Via Crimea 57, VAT and fiscal code no. 01511880302, in the person of Paolo Perini in his quality of President of the Board of Directors born in Udine on 29 November 1955, (FUTURIS and SEGATIFRIULI collectively the “ SELLERS ”);
And
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 companies with no. CHE – 101.957.390, represented by Mr. Giovanni Di Vincenzo, born in Rome, on February 15th, 1948, acting as chief executive officer of the company, duly empowered for the purposes hereof (hereinafter referred to as the “ BUYER ”)
(BUYER and the SELLERS hereby individually referred to as “ PARTY ” and collectively the “ PARTIES ”)
And
BLUESPHERE ITALY S.r.l. (“ BI ”) , a limited liability company incorporated and existing under the laws of Italy, having its registered office in Milan, Corso Matteotti no. 1, 20121 (MI), registered with the Companies' Register of Milan under no. MI-2124774, VAT Code No. 09967150963
BLUESPHERE CORPORATION (“ BC ” or the “ Guarantor ”) a company incorporated in Nevada, United States and having its business address at 301 McCullough Drive, 4th Floor, Charlotte, NC 28262, U.S.A.
WHEREAS:
A)
The PARTIES have as of June 29, 2017, entered into the Share Purchase Agreement clarified and amended by a “ Side Letter of Amendment and Clarifications ” on the same day and further amended by a “Second Amendment Agreement” as of July 12, 2017 (the Share Purchase Agreement so amended hereinafter referred to as the " SPA ");
B)
According to Section 6.1 of the SPA the CLOSING DATE has been agreed to occur on July 31, 2017. Due to certain delays and unforeseen situations it is not possible to comply with the established CLOSING DATE term and accordingly the PARTIES have agreed to post-pone the CLOSING DATE and to make certain amendments to the SPA;
C)
BI represents and warrants to the SELLERS that on its bank account opened with Cariparma, BI holds an available balance to withdraw of at least € 400,000 as per Annex 1 and warrants the SELLERS to use such funds solely and exclusively for the fulfilment of the obligations of the BUYER according to this Third Amendment;
D)
Capitalized terms used but not otherwise defined in this Third Amendment Agreement (“ Third Amendment ”) shall have the respective meanings assigned to them in the SPA, unless the context requires otherwise.
| 1 |
NOW, THEREFORE
| 1. | The PARTIES have now agreed to amend the SPA as set forth below. |
a) The following definition in SECTION 1 – Recitals, Exhibits and Definitions shall be added after the definition of BALANCE SHEETS:
| BI | means Bluesphere Italy S.r.l., a limited liability company incorporated and existing under the laws of Italy, having its registered office in Milan, Corso Matteotti no. 1, 20121 (MI), registered with the Companies' Register of Milan under no. MI-2124774, VAT Code No. 09967150963; |
b) The following definition in SECTION 1 – Recitals, Exhibits and Definitions shall be added after the definition of AGREEMENT:
| ASSEGNO CIRCOLARE | means an Italian bankers' draft ruled by Royal Decree 21/12/1933 no 1736, G.U. 29/12/1933 |
c) Section 6.1 of the SPA is hereby amended in its entirety to read as follows:
“ 6.1. Without prejudice to the provisions of SECTION 4, the CLOSING shall take place on the CLOSING DATE at the office of the Public Notary Ruben Israel in Milan, on September 4th 2017 (the “ CLOSING DATE ”). ”
d) The following paragraph 6.6. shall be added after Section 6.5 of the SPA
“ 6.6. Should the BUYER fail to or communicate its or BI's unavailability for whatever reason to perform on the CLOSING DATE the actions described in Section 6.2 or Exhibit 6.2, the BUYER shall pay a default penalty equal to the amount of € 450,000.00 (the “ DEFAULT PENALTY ”), without prejudice for any claim of the SELLERS for damages exceeding such amount. In case of default of the BUYER, the SELLERS shall be entitled to keep any amount received from the BUYER (or BI on behalf of the BUYER) before the CLOSING DATE and allocate the same as partial payment of the DEFAULT PENALTY .”
e) -950539079 Exhibit 6.2 to the SPA is hereby amended by substituting the word “ Newco ” with “ BI ”.
f) The following paragraph 9.12. shall be added after Section 9.11 of the SPA
“ In the event the BUYER does not pay for whatever reason any SECURITY DEPOSIT agreed between the PARTIES, the SELLERS shall have the right to terminate the SPA according to article 1456 ICC and shall be entitled to damages. ”
g) The following shall be added to the end of Section 12.1(ii) of the SPA:
“ SPV shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning the amount of the ALLIANZ claim, granting, among the others, powers to appoint lawyers, sign documents, petitions, claims applications whatsoever before Courts and any authority with regard to such item ”
h) The following shall be added to the end of Section 12.1(iii) of the SPA:
“ SPV shall grant FUTURIS a proxy and a mandate in rem propriam allowing FUTURIS to manage, negotiate and settle any dispute concerning the net receivables pertaining the white certificates or TEE granting, among the others, powers to appoint lawyers, sign documents, petitions, claims applications whatsoever before Courts and any authority with regard to such item ”
| 2 |
| 2. | The BUYER undertakes to pay by Italian ASSEGNO CIRCOLARE (that FUTURIS is expressly authorized to immediately cash in) to FUTURIS within 5 (five) days from the signature of this Third Amendment the amount of € 400,000 as security deposit (the “ SECURITY DEPOSIT ”) for the performance of all the obligations of the BUYER in the SPA. Furthermore, by this THIRD AMENDMENT BUYER instructs BI – who by executing this THIRD AMENDMENT accepts – to pay to FUTURIS the amount of € 400,000 as above specified. In the event the BUYER does not pay for whatever reason the SECURITY DEPOSIT within such term, the SELLERS shall have the right to terminate the SPA according to article 1456 ICC and shall be entitled to damages . At the CLOSING DATE, FUTURIS shall allocate the SECURITY DEPOSIT amount previously cashed in as follows: |
(i) an amount equal to the sum owed to FUTURIS at the CLOSING DATE according to Section 3.3 letter b) of the SPA shall be kept by FUTURIS as advance payment of the amount due in CLOSING B, as defined in Exhibit 6.2 of the SPA;
(ii) an amount equal to the balance of the SECURITY DEPOSIT less the amount under item (i) above shall be paid to SPV in name and on behalf of BI as shareholders' loan according to the procedure set forth in Exhibit 6.2 of the SPA – Section 2.2(C). Annex 2(A) to Exhibit 6.2 of the SPA shall be amended accordingly if necessary.
| 3. | In case of default of BUYER or BI to perform the actions described in Section 6.2 of the SPA and in Exhibit 6.2, the SECURITY DEPOSIT previously cashed in by FUTURIS shall be kept by FUTURIS as partial payment of the DEFAULT PENALTY under Section 6.6. of the SPA. |
| 4. | Upon receipt of the ASSEGNO CIRCOLARE by FUTURIS, (i) SEGATIFRIULI shall release to Mr. Lorenzo Sperti a notarial proxy expiring at the CLOSING DATE to perform the actions envisaged in Exhibit 6.2 of the SPA – Section 2 – 1 CLOSING A – (I) (A) (i), that is to say the execution of the notarized endorsement of the CLOSING A SHARES in favor of the BUYER and (ii) FUTURIS shall release to Mr. Lorenzo Sperti a notarial proxy and a mandate expiring at the CLOSING DATE to perform – with powers exercisable subject to the condition precedent of the notarized deed by which CARIPARMA expresses its consent to the cancellation of the DANIELLI MORTGAGE – the actions envisaged in Exhibit 6.2 of the SPA – Section 2 – 3 CLOSING B – (I) (A) (i), that is to say the execution of the notarized endorsement of the CLOSING B SHARES in favor of the BUYER. |
| 3 |
| 6. | The BUYER, BI and BC jointly undertake to pay FUTURIS at the CLOSING DATE an amount equal to € 50,000 as partial reimbursement of the expenditures of FUTURIS in the transaction for accounting and legal services. |
| 7. | According to Article 1273 of ICC, BI shall be considered (“Accollante”) assuming jointly to the BUYER all the BUYER's obligations in articles 2 and 3 herinabove and in whatsoever manner connected to the SECURITY DEPOSIT or the DEFAULT PENALTY and according to Article 1957 of ICC, BC shall be considered as guarantor in favor of the SELLERS with regard to any of the obligations of BI. BC guarantee will remain valid until December 31 st , 2017. |
| 8. | This Third Amendment shall be considered an integral part of the SPA and shall be binding upon each PARTY from the date first above written. Subject only to the modification referred to in this Second Amendment, the SPA shall remain in full force and effect and where necessary shall be read and construed and be enforceable as if the terms of this Third Amendment were inserted. |
| 9. | The provisions of Section 13 of the SPA shall apply also to this THIRD AMENDMENT. |
| 10. | All notifications to be made on the basis of this Third Amendment to BI and BC must be sent in writing by registered letter with return receipt anticipated by facsimile to the following addresses: |
Bluesphere Italy S.r.l.
Corso Matteotti no. 1,
20121 Milan, (MI),
roy@bluespherecorporate.com
Bluesphere Corporation
c/o Bluesphere Italy S.r.l.
Corso Matteotti no. 1,
20121 Milan, (MI),
shlomi@bluespherecorporate.com
or to the different addresses subsequently communicated in writing.
| 4 |
IN WITNESS WHEREOF, the Parties, BI and BC hereof have executed this Third Amendment as of the date first above written.
Milan, 31 July 2017
SELLERS
| FUTURIS S.r.l. |
| Mr. Rodolfo Danielli |
| SEGATIFRIULI S.r.l. |
| Mr. Paolo Perini |
| BUYER |
| PRONTO VERDE AG |
| Mr. Giovanni Di Vincenzo |
| Accollante |
| BLUESPHERE ITALY S.r.l. |
| The Guarantor |
| BLUESPHERE CORPORATION |
| 5 |