Blue Sphere Corporation Corporate Overview September 2018...

Blue Sphere Corporation

Waste-to-Energy IPP

Corporate Overview

September 2018

Shlomi Palas

Chief Executive Officer

1

Safe Harbor

This Confidential Corporate Presentation (this “Corporate Overview”) has been prepared by Blue Sphere Corporation (“Blue Sphere” or the “Company”) solely for informational purposes. ThisCorporate Overview does not constitute an offer to sell or a solicitation of an offer to buy securities or assets of Blue Sphere. All information presented in this Corporate Overview with respectto the existing business and the historical operating results of Blue Sphere and estimates and projections as to future operations are based on materials prepared by the management of BlueSphere and involve significant elements of subjective judgment and analysis which may or may not be correct. While the information provided herein is believed to be accurate and reliable,Blue Sphere makes no representations or warranties, expressed or implied, as to the accuracy or completeness of such information. In furnishing this Corporate Overview, Blue Sphere reservesthe right to amend or replace the Corporate Overview at any time and undertakes no obligation to provide the recipient with access to any additional information. Nothing contained within thisCorporate Overview is or should be relied upon as a promise or representation as to the future.

This presentation contains forward-looking statements and such statements are subject to risks and uncertainties and may change at any time. You can identify forward-looking statements byterms such as “may”, “will”, “should”, “expect”, “plan”, “project”, “anticipate”, “could”, “intends”, “targets”, “contemplates”, “believes”, “potential”, “continue”, “predict” or negatives of theseterms or other similar expressions. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risk factors discussed in moredetail in the Company’s filings with the U.S. Securities and Exchange Commission and without limitation, (i) uncertainties regarding the Company’s ability to obtain adequate financing on atimely basis including financing for specific projects, (ii) the financial and operating performance of the Company’s projects after commissioning, (iii) uncertainties regarding the market for andvalue of carbon credits and other environmental attributes, (iv) political and governmental risks associated with the countries in which the Company operates, (v) unanticipated delaysassociated with project implementation including designing, constructing and equipping projects, as well as delays in obtaining required government permits and approvals, (vi) thedevelopment stage of the Company’s business, (vii) the Company’s lack of operating history and (viii) such other risks, uncertainties and factors described in the Company’s public filings with theSecurities and Exchange Commission. As such, there is no assurance that the initiatives described in the presentation will be successfully implemented or meet expectations and the Company’sactual results and financial condition may differ materially from those indicated in the forward-looking statements.

Any forward-looking statement made by the Company in this presentation is based only on information currently available to the Company and speaks only as of the date on which it is made.Except as required by law the Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as aresult of new information, future developments or otherwise. The Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2017 and the Company’s Quarterly Reportson Form 10-Q and other reports are available upon request or by going to www.sec.gov.

http://www.sec.gov/

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About Blue Sphere

Team of 14 experienced executive in Project Development, Technology & Engineering,

Project Finance, Crisis Management and Project Operations.

Waste-to-Energy technology is used to convert organic and non-organic waste generated

from various domestic, commercial, industrial and agricultural uses into energy and energy

sources. The energy or fuel is delivered directly to electricity or natural gas grids.

Blue Sphere can deploy various technologies such as Anaerobic Digestion or

Gasification to process waste. Each technology has a different course of action to turn

waste into electricity, natural gas, heat and compost. Blue Sphere is Technology

Agnostic.

Business model includes “Greenfield” development of new facilities and the Acquisition of

existing facilities.

Developer and Operator of Clean Tech Energy Assets:

Blue Sphere Corporation is a global Independent Power Producer (IPP) operating Renewable Clean Energy

Facilities in the Waste-to-Energy and Biogas Markets.

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Company Highlights

Building Quality Asset Portfolio

Have Raised Over $110,000,000 in Acquisition and Project Financings

Completed the Development of Three Large-Scale facilities.

Completed the Acquisition of Five Operating Bio-Gas Plants

We Increased Capacity at our acquired Bio-Gas Plants from in some cases 20% to Nearly

95%. We acquired four facilities in 2015 and one facility in 2017.

Have a Definitive Agreement in Place to Acquire an Additional Bio-Gas Plant

Awarded a $178,000,000 Grant for our Flagship Project in Holland

Signed €55M Offtake Agreement with Large Energy Company for our Holland Project

Built Key Infrastructure Including Management Team and Outside Providers

Have Developed Large Pipeline of Acquisition Opportunities and Development

Projects Representing over $800,000,000.

4

Management Team

Shlomo Palas – Chief Executive Officer and Director –Mr. Palas is a highlyexperienced entrepreneur who has held executive positions at a number of leadingIsraeli firms. Since 2010, Mr. Palas has specialized in the renewable and clean techindustries. He has gained significant experience in renewable and clean techmanufacturing, off-take contracts with leading petrol companies, legal/financialstructuring, and fundraising for these industries. Mr. Palas previously served asChief Executive Officer of Becco Biofuels China Ltd., which was a company active inthe biofuel industry. Mr. Palas participated in the establishment of the largestcommercial algae farm in China together with one of China’s largest electricalutilities. Mr. Palas holds a B.A. in Statistics and Management from Haifa Universityand an M.S. from Baruch College.

Roy Amitzur – Executive Vice President – Previously Mr. Amitzur served asPresident of Clean Technologies Group Ltd, a holding and integration companyspecializing in investment in water technologies and water and waste water projectexecution. In addition, Mr. Amitzur has previously managed a number of start-upcompanies, including Bio Pure Technology Ltd., Proxy Aviation Systems, Inc., andAquarius Technologies Inc. Mr. Amitzur has significant experience in implementingBOT and turn-key projects in water technologies and water and waste waterexecution around the world.

Yosef Keret – Chief Financial Officer – Previously, Mr. Keret served as the Chief Executive Officerand Managing Director of Weebit-Nano Ltd. (ASX:WBT) and has served as the Chief Financial Officerof numerous public and private companies, including Eric Cohen Books Ltd. & Burlington English Ltd.,Daimler Financial Services Israel Ltd., Pluristem Life Systems Inc. (NASDAQ:PST), M.L.L Software andComputers Industries Ltd. (TASE:MLL), and Top Image Systems Ltd. (NASDAQ:TISA). Mr. Keretcommenced his career at Kost Forer Gabbay & Kasierer, registered public accounting firm, a memberfirm of Ernst & Young International. Mr. Keret has served on the Board of Directors of Wize PharmaInc. since November 2017 and on the Board of Directors of Weebit-Nano Ltd. Mr. Keret holds a B.A.from Haifa University in Economics and Accounting and is a Certified Public Accountant in Israel.

Dr. Elad Kerner – Executive Vice President – Dr. Kerner has a Ph.D. in law from Bar-Ilan Universityand brings wealth of knowledge in economics, finance and management. Dr. Kerner is an expert incommercial transactions, international investment, mergers & acquisitions, corporate finance andcorporate governance. Before joining Blue Sphere, Dr. Kerner was General Counsel for IsraelAerospace Industries, Ltd, was the Chief Executive Officer of Toptrio Group and was a Partner in thelaw firm of Shugol, Ketzef, Ehrlich, Kerner & Co. Dr. Kerner was a Lieutenant Colonel and MilitaryJudge in the Israeli Defense Forces.

Dr. Efim Monosov – Chief Technological Officer - Dr. Monosov has over 28 years experience inenvironmental engineering, technology development and project management. Dr. Monosovfounded Elif technology Ltd. in 1994 and managed the company as CTO and CEO. In 2006 thecompany was sold to Aquarius Technologies Inc. where Dr. Monosov continued on as Vice President& CTO until 2012. Dr. Monosov has a M.Sc. degree in Environmental Engineering (with honors) fromSt. Petersburg State University of Architecture & Civil Engineering and a PhD in the same field fromSt. Petersburg State Technological Institute. Dr. Monosov holds several US and international patentsrelated to environmental engineering and waste treatment technology.

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Waste Intake Treatment Processing End Use

Waste-to-Energy Process

6

Waste-to-Energy Global Market Growth

*This statistic displays the waste-to-energy market worldwide in 2016 and 2017 with a projection for

2018 through 2026. According to a report by Inkwood Research the market is expected to reach

over 53.8 billion U.S. dollars in value by 2026. The global market is expected to grow at a

compound average growth rate of 6.1 % from 2016 to 2026. Source: Inkwood Research 2018

29.831.62

33.5535.59

37.7640.07

42.5145.10

47.8650.78

53.87

0

10

20

30

40

50

60

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

*PROJECTED GLOBAL WASTE-TO-ENERGY

MARKET VALUE GROWTH2016 TO 2026

( IN BILLIONS OF US $)

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Business & Strategy

How do we achieve our goals?

Greenfield Development: Build, Own and Operate

• Opportunistic Development (We “follow the waste”)

• Distressed Developer Opportunities*

• Partnerships Opportunities

• 20% minimum IRR Goal

Acquisitions• Aggressively Acquire Assets with Free Cash Flows

• These are Operating Facilities (Connected to Grid)

• Many are Distressed Opportunities*

• 20% Minimum IRR Goal

Global Operator

Our goal is to become the dominate developer and operator Renewable Clean Energy Facilities in the Waste-to-

Energy and Biogas Markets. We are currently developing or operating facilities in the United States, Italy,

Holland, the United Kingdom, Canada, Israel and Greece.

* Many projects in the waste-to-energy industry were built for

ideological reason by non-professional developers. This has

created an opportunity for experienced developers and

operators to step in an acquire developments and operating

facilities at steep discounts.

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Development Phases

• Pre-Development. Evaluating project opportunities that

come from various sources such as: other developers,

utility companies, strategic partners and land owners.

Conducting site research, evaluating feedstock

parameters, researching the availability for offtake

agreements and reviewing regulatory issues

surrounding a particular location.

• Development Phase. Begin deploying capital and

committing to projects. Issuing term-sheets or letters of

intent for the development of projects. Begin in-depth

due-diligence. Post due-diligence, amongst other

processes: technology is selected, an engineering study

is completed, development plans are created, third party

Engineering Procurement and Construction operators

(EPC’s) are engaged, deposits are made on properties,

environmental studies begin, permitting begins,

feedstock agreements are put in place, power purchase

agreements (“PPA”) are agreed to and project financing

is sourced. The development phase can take one year

or longer depending on the project size and complexity.

• Construction Phase. Complete financial closing with project

finance partners, EPC and technology providers. Property is

officially purchased or leased and a ground breaking occurs

and site prep begins. Materials are ordered, equipment is

ordered and construction begins. Depending on the size,

scale and type of technology, this phase could last between 9

months and 20 months.

• Operating Phase. Begin the acceptance of waste materials.

Ramp-up of biological elements in the case of an anaerobic

digester plant. Connect to the electrical and or gas grids or

connecting directly to a large end user. Once the connection

is in place and the waste ramp-up phase is complete, the

plant is now operational. In addition to other administrative

functions, management or our third party contractors will now

begin to maintain feedstock intake, equipment monitoring and

maintenance.

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Multiple Corporate Revenues Sources

Development Fees: Build development fee into all financing packages. Depending on the size of the development, these fees can range from $100,000 to over $1,000,000.

MSA Agreements: “Management Services Agreement”. Charge SPV fixed payments for all services of overseeing asset.

SPV Pass Through Distribution: Cash flow for each project consolidated at parent company.

Asset Disposition: Sell assets when prudent.

Blue Sphere

Receives Cash

Flows Throughout

The Project Cycle

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Multiple Project Revenues Sources

Feed-In-Tariff are long-term contracts with major electrical and gas companies, providing for a very reliable Predictive Revenue Source.

Tipping Fees are levied upon a given quantity of waste received at our facilities. These fees provide a revenue source from an essentially unlimited resource. ..

Subsidies are government financial incentives such as: “REC’s” (Renewable Energy Credits), Green Certificates, “RINS” (Incentives for Natural Gas) and various Tax credit programs such as “ITC’s”.

Primary Sources

Secondary Sources

Residual Heat generated in the energy recovery process can be provided directly structures in close proximity to our waste-to-energy facilities.

Soil Amendments are residual digested solids can be used for farming, residential and commercial applications in the form of a high quality fertilizer compost.

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Development Phase Pipeline

* We have entered into non-binding letters of intent related to

these opportunities. We can provide no assurances that we will

be successful in entering into definitive agreements to eitheracquire or construct these facilities.

Italy (Negotiating and/or conducting due-diligence)

• Agrilandia, Italy. Acquisition of Anaerobic Digester Plant, 1MW (electricity).

• Cantu, Italy. Acquisition of fully operating 1MW Clean Energy Plant.

• Ravena, Italy. Acquisition of Cogeneration Plant, 1MW (electricity).

• Riffle, Italy. Acquisition of two Anaerobic Digester Plants, 2MW (electricity).

• Marcallo, Italy. New Construction of Anaerobic Digester Plant, 19.7 MMBtu Biogas

(1.5MW equivalent) (electricity).

• Sardinia, Italy (Galileo). New Construction of four Anaerobic Digester Plants, each

12.7 MMBtu Biogas (combined 4MW equivalent) (electricity).

• Lazio, Italy. New Construction of Anaerobic Digester Plant, 19.7 MMBtu Biogas

(1.5MW equivalent) (electricity).

** The Company is negotiating or expects to negotiate, but has not yet entered intoany non-binding letters of intent related to these opportunities. We can provide noassurances that we will be successful in entering into letters of intent related to theseopportunities, and even if we do, such letters of intent would be non-binding, and wecan provide no assurances that we will be successful in entering into a definitiveagreement to either acquire or construct these facilities.

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The United Kingdom (Negotiating and/or conducting due-diligence)

• Stoke-on-Trent, GB. New Construction of Gasification, 12MW electricity.

• Kirby, Liverpool, GB. New Construction of Gasification Plant, 12MW electricity.

• Avonmouth, Bristol, GB. New Construction of Gasification Plant, 12MW electricity.

Canada (Negotiating and/or conducting due-diligence)

• Alberta, Canada. New Construction of Anaerobic Digester, producing approximately 64.58

MMBtu / hour of biogas. 7.6MW equivalent.


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Israel (Negotiating and/or conducting due-diligence)

• Rishon Lezion, IL. New Construction of a MRF (Materials Recycling Facility) + Anaerobic

Digester Plant, 2.5MW electricity.

United States (Negotiating and/or conducting due-diligence)

• Boise, Idaho, USA, New Construction of Anaerobic Digester producing approximately 62

MMBtu / hour biogas. 7.3MW equivalent.





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Investment Highlights

Long-Term Value

• Global trends towards renewable energy use.

• Company is technology agnostic – only using proven technologies.

• Management team with deep expertise in all required fields.

• Geographically diverse project locations.

• Working with industry leading partners.

• Long-term predictive revenue sources.

• Global landfill reductions, closures and restrictions.

• Company has Raised Over $110,000,000 in Acquisition and Project Financings

• Completed the Development of Three Large-Scale facilities.

• Completed the Acquisition of Five Operating Bio-Gas Plants

• Awarded a $178,000,000 Grant for our Flagship Project in Holland

• Built key infrastructure including Management Team and Outside Providers

• Company has a large pipeline of Acquisition Opportunities and Development

Projects representing over $800,000,000.

15

Appendix

1. Brabant, Holland Development

2. Charlotte, North Carolina Project

3. Johnston, Rhode Island Project

4. Pavia, Italy Projects

5. Udine, Italy Projects

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Current Development

Expected Project Revenues (over 12 Years):

• $266.5M (SDE + Green Certs + Offtake)

Expected Annual Project Revenues:

• SDE $14.85M

• Gas Offtake $5.37M

• Green Certificates $1.52M

• Carbon $0.469M

Approximate Total Annual Revenues: $22.2M

Project Funding:

• BNG Bank + ETFF + Green Fund (Completed)

• Construction Cost: Approx.: $34M

Blue Sphere Ownership: 67%

Equity Partner Ownership: 33%

Project Overview:

• Combined Energy Output: 3,000 Nm³/h

upgraded biogas (equivalent to

10MWe/h)

• Technology Process: Anaerobic Digester

• Feedstock: Organic Waste

• Production Output: Natural Gas

Milestones:

Permits in Place

$178,226,589 SDE+ Grant awarded to

Blue Sphere

$64,517,750 offtake agreement signed

with GasTerra B.V.

Construction Start Q3-2018

** Assumes an exchange rate of $1.17 to €1.00.

Brabant, Holland

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Completed Development: North Carolina USA

National Press Attention


• $10M

• $7M Project EBITDA*

• PPA: Duke Energy (15 years)

• Appx. $586K due to Blue Sphere upon

mechanical completion

Project Funding:

• York Capital / Entropy

• Construction Cost: Approx. $27m

Blue Sphere Project Ownership:

• 25%

Project Overview:

• Combined Energy Output: 5.2MW



- Feedstock Contracts in Place

• Production Output: Electricity & Compost

Milestones: Began Development in June 2012

Began Construction in Q4 2014

Completed Financial Closing in January 2015

Completed Construction of Primary Structures in

December 2015

Duke Energy Sub-Station Construction in July 2016

“White Test” Diagnostics August 2016

“Test Waste” in Digesters and Producing Gas September

2016

COD & Connected to Grid November 18, 2016

Mechanical Completion

* EBITDA is not generally recognized as a GAAP measurement.

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Completed Development: Rhode Island USA


• $7.0M

• Expected $3.8M Project EBITDA*

• PPA: National Grid (15 years)

• Appx. $562K due to Blue Sphere upon

mechanical completion.

Project Funding:

• York Capital / Entropy

• Construction Cost: Approx. $19m

Blue Sphere Project Ownership:

• 22.75%

Project Overview:

• Combined Energy Output: 3.2MW




• Production Output: Electricity & Compost

Milestones:

Began Development in June 2012

Began Construction in Q4 2014

Completed Financial Closing in April 2015

Completed Construction of Primary Structures in Q1

2016

National Grid Sub-Station Construction in June 2016

“White Test” Diagnostics Q1 2017

“Test Waste” in Digesters and Producing Gas Q2 2017

Pass Electricity to Grid July 2017

COD July 31, 2017

Mechanical Completion


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Completed Acquisition: Pavia, Italy

Expected Annual Revenues:

• Total Revenue $8M

• PPA: GSE S.p.A (11 Years)

• Annual project EBITDA*

expected to be approx. $3.8M*

Project Funding:

• Helios Energy Investments

• Acquisition Cost: $6.1M** + the

assumption of approximately

$18M in project debts.

Blue Sphere Ownership:

• 100% of 4 operational projects.

Four Acquisitions Complete


Overview of Projects:

• Combined Energy Output: 4MW


• Feedstock: Energy Crops


• Production Output: Electricity &

Compost

STATUS: Producing


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Completed Acquisition: Udine, Italy

Expected Annual Revenues:

• Total Revenue $2.36M

• PPA: GSE S.p.A (11 Years)

• Annual project EBITDA*

expected to be approx. $1.03M

Project Funding:

• Blue Sphere Equity: $1.2M

• Helios Energy Investments

approximately $1.62M in debt

financing.

• Total acquisition cost: $2.82M

Blue Sphere Ownership: 100%

Acquisition Complete


Overview of Projects:

• Energy Output: 1MW

• Technology Process: Natural Oil

Generator

• Feedstock: Vegetable Oils


• Production Output:

STATUS: Producing


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Contact Information

Blue Sphere Corporation

301 McCullough Drive

4th Floor

Charlotte, NC 28262

704-909-2806

Shlomi Palas, CEO

www.bluespherecorporate.com

Thank You

For more information, please contact:

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