0001104659-07-026232 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2007 • Open Energy Corp • Crude petroleum & natural gas • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2007, by and among OPEN ENERGY CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security 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.

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