Barnabus Energy, Inc. Sample Contracts

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AMONG
Stock Purchase Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
RECITALS
Merger Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
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”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor 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 AGREEMENT
Registration 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

RECITALS
Exchange Rights Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New York
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.

PLEDGE AND ESCROW AGREEMENT
Pledge 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”).

OPEN ENERGY CORPORATION STOCK OPTION AGREEMENT
Stock 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").

RECITALS
Investment Agreement • February 15th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
OPEN ENERGY CORPORATION STOCK AWARD AGREEMENT FOR STOCK UNITS
Stock 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.

OPEN ENERGY CORPORATION STOCK AWARD AGREEMENT FOR RESTRICTED STOCK
Stock 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 AGREEMENT
Registration 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 14, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the “Company”), and the persons listed on the signature page hereto (the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

Contract
Common Stock Purchase Warrant • August 18th, 2006 • Open Energy Corp • 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 __________, 2009
Secured 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.

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SECURITY AGREEMENT
Security 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”).

INVESTMENT AGREEMENT
Investment 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 AGREEMENT
Manufacturing 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.

SECURITY AGREEMENT
Security 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 Development & 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 AGREEMENT
Technology 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”),

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • September 12th, 2005 • Barnabus Energy, Inc. • Non-operating establishments • New Mexico
AMENDMENT NO. 1 TO WARRANT NO. CCP-002 OPEN ENERGY CORPORATION
Warrant Amendment • August 18th, 2006 • Open Energy Corp • 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 AGREEMENT
Employment 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 AGREEMENT
Employment 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 NOTES
Series B Convertible Notes • 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 SALE
Purchase and Sale Agreement • 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 AGREEMENT
Employment 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”).

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