AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 27, 2013 (the “Effective Date”), by and among BROADBAND NETWORK AFFILIATES, INC., a Delaware corporation (“BBNA”), OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (“OTEC”), and XXXXXXXX XXXXXX, an individual (“Xxxxxx”). BBNA, OTEC and Xxxxxx are collectively referred to herein as, the “Parties”.

RECITALS

A.           On December 24, 2013, the Parties entered into that certain Agreement and Plan of Merger (the “Agreement”), providing, among other things, that at the Closing OTEC will purchase and Xxxxxx will assign the Repurchased Xxxxxx Shares (as defined therein).

B.           Due to clerical error, the Repurchased Xxxxxx Shares is defined in the Agreement as 7,546,464 Xxxxxx Shares whereas the correct and proper definition of the Repurchased Xxxxxx Shares should be 7,528,390 Xxxxxx Shares.

C.           The Parties desire to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.           Recitals. Paragraph B of the Recitals on page 1 of the Agreement shall be superseded and replaced, as follows:

X.           Xxxxxx owns 9,018,074 of the 11,170,000 issued and outstanding BBNA Shares (the “Xxxxxx Shares”), and OTEC desires to purchase 7,528,390 of the Xxxxxx Shares (the “Repurchased Xxxxxx Shares”) on the terms and conditions hereinafter set forth;

2.           Conflict. If there is a conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall control. Except as modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.

3.           Authority. The persons executing this Amendment on behalf of the Parties hereto represent and warrant that they have the authority to execute this Amendment on behalf of said Parties and that said Parties have authority to enter into this Amendment.

4.           Counterparts. This Amendment may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same effect as if all Parties hereto had signed the same signature page.

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IN WITNESS WHEREOF, the Parties hereby execute this Amendment as of the date first written above.

OCEAN THERMAL ENERGY CORPORATION

a Delaware corporation

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Its: Chief Executive Officer

BROADBAND NETWORK AFFILIATES, INC.

a Delaware corporation

By: /s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Its: President

/s/ Xxxxxxxx Xxxxxx

Xxxxxxxx Xxxxxx

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