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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 15th, 2008 • Open Energy Corp • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2008, entered into by and among Open Energy Corporation, a Nevada corporation (“Borrower”), and The Quercus Trust (“Lender”), sets forth the agreement pursuant to which Borrower is borrowing funds from Lender, pledging its interest in, and granting a security interest and general Lien (as defined in Section 14.2 below) in and upon, the Collateral (as defined in Section 14.2 below) as security for satisfaction of any and all obligations of Borrower arising out of or related to that certain Secured Promissory Note made by Borrower in favor of Lender and dated as of the date hereof (the “Note”) or arising out of or related to this Agreement or any of the Loan Documents (the “Obligations”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2008 • Open Energy Corp • Semiconductors & related devices • California
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated June 15, 2007 (“Amendment”), is made and entered into by and between Open Energy Corporation, a Nevada corporation (the “Company”), and David Field, an individual (“Employee”), with reference to the following facts:
FORBEARANCE AND REPAYMENT AGREEMENTForbearance and Repayment Agreement • September 15th, 2008 • Open Energy Corp • Semiconductors & related devices • California
This Forbearance and Repayment Agreement (hereinafter referred to as the “Agreement”) is entered into as effective as of September 12, 2008, between and among Suntech America, Inc., and its affiliates (collectively, “Suntech”), and Open Energy Corporation, and its affiliates (collectively, “OEC” and, together with Suntech, collectively, the “Parties”)
