REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 8, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the "Company"), and the persons listed on the signature page...Registration Rights Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas
AMONGStock Purchase Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
RECITALSAgreement and Plan of Merger • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the <*> day of <*>, 2006 between BARNABUS ENERGY, INC. (the "Corporation"), a corporation incorporated under the laws of the State of Nevada, and the...Registration Rights Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
RECITALSInvestment Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
SUPPORT AGREEMENT THIS AGREEMENT is made the ___ day of ___, 2006 BETWEEN: BARNABUS ENERGY, INC., a corporation incorporated under the laws of the State of Nevada ("BEI") - and - 2093603 ONTARIO INC., a corporation incorporated pursuant to the laws of...Support Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN...Barnabus Energy, Inc. • February 15th, 2006 • Crude petroleum & natural gas • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2007 • Open Energy Corp • Crude petroleum & natural gas • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2007, by and among OPEN ENERGY CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the undersigned investor listed on Schedule I attached hereto (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • Open Energy Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2007, by and between OPEN ENERGY CORPORATION, a Nevada corporation (the “Company”), the buyers set forth on the Schedule of Buyers (collectively, the “Buyer”), attached hereto as Schedule I (the “Schedule of Buyers”).
RECITALSExchange Rights Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
SECURITY AGREEMENTSecurity Agreement • April 5th, 2007 • Open Energy Corp • Crude petroleum & natural gas • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 29, 2006, by and between OPEN ENERGY CORPORATION, a Nevada corporation with its principal place of business located at 514 Via de la Valle, Suite 200, Solana Beach, CA 92075 (the “Parent”), and each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2006 (the “Effective Date”) by and among BARNABUS ENERGY, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
SECURITY AGREEMENTSecurity Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 31, 2006, by and between 2093603 Ontario Inc., a corporation organized and exiting under the laws of the Ontario Canada with its principal place of business at 100 King Street West First Canadian Place Toronto, Ontario Canada M5X1G5 (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).
OPEN ENERGY CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • November 8th, 2006 • Open Energy Corp • Crude petroleum & natural gas • California
Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Open Energy Corporation 2006 Equity Incentive Plan (the "Plan").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2007 • Open Energy Corp • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2007, by and among Open Energy Corporation, a Nevada corporation (the “Company”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
OPEN ENERGY CORPORATION STOCK AWARD AGREEMENT FOR STOCK UNITSStock Award Agreement • November 8th, 2006 • Open Energy Corp • Crude petroleum & natural gas • California
Unless otherwise defined herein, capitalized terms shall have the defined meaning set forth in the Open Energy Corporation 2006 Equity Incentive Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the “Company”), and the persons listed on the signature page hereto (the “Purchasers”).
ContractOpen Energy Corp • August 18th, 2006 • Crude petroleum & natural gas • Nevada
This Warrant and the shares purchasable hereunder have been acquired for investment and have not been registered under the securities act of 1933. Neither this warrant nor such shares may be sold or transferred in the absence of such registration in effect under such act unless the company receives an opinion of counsel or other evidence reasonably acceptable to it demonstrating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act or unless sold pursuant to rule 144 of such act.
OPEN ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.) Secured Convertible Debenture Due __________, 2009Secured Convertible Debenture • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas
This Secured Convertible Debenture (the “Debenture”) is issued by OPEN ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.), a Nevada corporation (the “Obligor”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated March 30, 2006.
INVESTMENT AGREEMENTInvestment Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 14, 2006, is made by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the purchasers listed on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).
VERSION WITH CONFIDENTIAL TERMS EXCLUDED MANUFACTURING AND LICENSE AGREEMENTManufacturing and License Agreement • January 15th, 2009 • Open Energy Corp • Semiconductors & related devices • California
THIS MANUFACTURING AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of December 17, 2008 (the “Effective Date”) by and between OPEN ENERGY CORPORATION, a Nevada corporation (“Licensor”), having a principal place of business at 514 Via de la Valle, Suite 200, Solana Beach, California 92075, and WUXI SUNTECH POWER CO., LTD., a corporation organized under the laws of the People’s Republic of China (“Suntech”) having a principal place of business at 17-6 Chang Jiang South Road, New District Wuxi, China 214028.
OPEN ENERGY CORPORATION STOCK AWARD AGREEMENT FOR RESTRICTED STOCKStock Award Agreement • November 8th, 2006 • Open Energy Corp • Crude petroleum & natural gas • California
Unless otherwise defined herein, capitalized terms shall have the defined meaning set forth in the Open Energy Corporation 2006 Equity Incentive Plan.
SECURITY AGREEMENTSecurity Agreement • June 21st, 2007 • Open Energy Corp • Crude petroleum & natural gas • Illinois
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June 15, 2007, by and between OPEN ENERGY CORPORATION, a Nevada corporation with its principal place of business located at 514 Via de la Valle, Suite 200, Solana Beach, CA 92075 (the “Parent”), and each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the HOLDER (the “Secured Party”) listed on Schedule I attached to the Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
AMENDMENT #1 TO PROJECT DEVELOPMENT & PROJECT MANAGEMENT AGREEMENT 150 THIS AGREEMENT made this 3rd day of August 2005.Project Management Agreement • April 21st, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Alberta
WHEREAS the parties have entered into and performed the Project Management and Project Development Agreement 150 dated March 3, 2005 (“Agreement”) and now wish to agree to amendments to the Agreement;
AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • August 18th, 2006 • Open Energy Corp • Crude petroleum & natural gas • Nevada
Open Energy Corporation, a Nevada corporation, with offices at 514 Via de la Valle, Suite 200, Solana Beach, CA 92075 (the “Licensee,” and, collectively, with Licensor, the “Parties”),
AMENDMENT NO. 1 TO WARRANT NO. CCP-002 OPEN ENERGY CORPORATIONOpen Energy Corp • August 18th, 2006 • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 TO WARRANT NO. CCP-002 (this “Amendment”), is entered into by and between OPEN ENERGY CORPORATION (formerly Barnabus Energy, Inc.), a Nevada corporation (the “Company”), and the undersigned Holder (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Open Energy Corp • Crude petroleum & natural gas • California
This Employment Agreement (“Agreement”) is made effective as of June 15, 2007 by and between Open Energy Corp. (the “Company”) and John E. Hart (“Hart” or “Employee”) (individually, a “party” and together, the “parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Open Energy Corp • Crude petroleum & natural gas • California
This Employment Agreement (“Agreement”) is made by and between Open Energy Corporation (the “Company”) and David Field (“Employee”) (individually, a “party” and together, the “parties”). This Agreement shall be effective once signed by all parties.
AMENDMENT TO SERIES B CONVERTIBLE NOTESAmendment • April 21st, 2008 • Open Energy Corp • Crude petroleum & natural gas
THIS AMENDMENT (this “Amendment”), dated as of April 16, 2008, by and among Open Energy Corporation, a Nevada corporation (the “Company”), and each of the Holders of Series B Notes issued pursuant to and as defined in that certain securities purchase agreement, dated September 19, 2007, as amended (the “SPA”), amends certain of the terms of the Series B Notes issued from time to time pursuant to the SPA. All capitalized terms not otherwise defined herein shall have the definitions ascribed to them in the SPA or the Series B Notes.
AGREEMENT OF PURCHASE AND SALEAgreement • September 12th, 2005 • Barnabus Energy, Inc. • Non-operating establishments
MB GAS INC., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "Vendor")
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2005, by and between Barnabus Energy, Inc. (incorporated as Barnabus Enterprises Ltd.), a Nevada corporation (hereinafter called the “Corporation”), and Cheryl J. Bostater (hereinafter called the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2008 • Open Energy Corp • Semiconductors & related devices • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2008, by and among Open Energy Corporation, a Nevada corporation (the “Company”) and The Quercus Trust (the “Buyer”).
OPEN ENERGY CORPORATION Solana Beach, California 92075 April 9, 2008Letter Agreement • September 15th, 2008 • Open Energy Corp • Semiconductors & related devices
This letter agreement will serve as an amendment (this “Amendment”) to, and forms a part of, the Joint Marketing and Distribution Agreement (the “JMDA”), dated as of April 6, 2007 by and between Open Energy Corporation (“OEC”) and Burlingame Industries, Inc., DBA Eagle Roofing Products (“Eagle”). This Amendment is binding upon both parties in accordance with its terms and is supported by consideration the adequacy of which is acknowledged by both parties. Except as specifically set forth herein, this Amendment does not alter or amend the JMDA in any way, and all such terms remain in full force and effect. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the JMDA.
AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 18th, 2006 • Open Energy Corp • Crude petroleum & natural gas
THIS AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is entered into by and between OPEN ENERGY CORPORATION (formerly Barnabus Energy, Inc.), a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”).
