AMENDMENT NO. 1 TO OPEN ENERGY CORPORATION SECURED CONVERTIBLE DEBENTURE NO. CCP-2
TO
OPEN
ENERGY CORPORATION
SECURED
CONVERTIBLE DEBENTURE NO. CCP-2
This
Amendment No. 1 to Secured Convertible Debenture No. CCP-2 (this “Amendment”)
is
entered into by and between OPEN
ENERGY CORPORATION (formerly Barnabus Energy, Inc.), a
Nevada
corporation (the “Obligor”),
and
CORNELL
CAPITAL PARTNERS, LP
(the
“Holder”).
WHEREAS:
A. The
Obligor previously issued that certain Secured Convertible Debenture No. CCP-2
to Holder (the "Debenture").
B. The
Obligor and the Holder desire to amend the Debenture as more fully described
herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Obligor and the Holder hereby agree as
follows:
1. AMENDMENT
OF SECTION 3(c)(i).
Section
3(c)(i) of the Debenture is hereby amended by adding the following proviso
at
the end of the last sentence in such Section:
";provided,
that,
in no
event shall the Conversion Price be lower than $0.05 (such floor price to be
adjusted in the same manner that the Fixed Conversion Price is adjusted pursuant
to Section 3(c)(ii))."
2. AMENDMENT
OF SECTION 3(c)(xi).
Section
3(c)(xi) of the Debentures is hereby amended by correcting the reference to
"clause (C)" therein to a reference to "clause (B)."
3. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of March 31, 2006, as if entered into
on
such date. All other terms set forth in the Debenture shall remain unchanged
and
this Amendment and the Debenture shall be deemed a single integrated instrument
for all purposes.
[REMAINDER
OF PAGE INTENTIONLLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
Obligor has caused this Amendment No. 1 to Secured Convertible Debenture to
be
duly executed by a duly authorized officer as of the date set forth
above.
|
OBLIGOR:
|
|
|
OPEN
ENERGY CORPORATION
|
|
|
By: /s/
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Title:
Chief Executive Officer
|
|
|
AGREED
AND ACKNOWLEDGED:
|
|
|
HOLDER:
|
|
|
CORNELL
CAPITAL PARTNERS, LP
|
|
|
By:
Yorkville Advisors, LLC
|
|
|
Its:
General Partner
|
|
|
By:
/s/ ▇▇▇▇
▇▇▇▇▇▇
|
|
|
Name:
▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Title:
President
and Portfolio Manager
|
|