**Exhibit4.1**

 

**YA GLOBALINVESTMENTS, L.P.**

101 Hudson Street,Suite 3700

Jersey City, NJ07302

 

August 30, 2007

 

OpenEnergy Corporation

514Via De La Valle

Suite200

SolanaBeach, California  92075

Attention:          DavidSaltman

 

Re:       **Open Energy Corporation—Registration of Common Stock**

 

DearMr. Saltman:

 

# Within five (5) business days after Open EnergyCorporation (“OEGY”) files its Annual Report on Form 10-KSB and is ableto acquire the necessary expert consents, we hereby request that, and OEGY herebyagrees to, register up to 4,000,000 shares of common stock, par value $0.001,of OEGY (the “Shares”) held by YA Global Investments, L.P. (f/k/aCornell Capital Partners, L.P.) (“YA Global”) pursuant to Rule 462(b) ofthe 1933 Securities Act, as amended (the “New Registration Statement”). TheNew Registration Statement shall register the Shares for resale by YA Globaland incorporate the contents of OEGY’s registration statement on Form SB-2(File No. 333-136987) that was declared effective on October 25, 2006 (the “InitialRegistration Statement”). Notwithstanding the foregoing, the NewRegistration Statement shall only register additional shares of OEGY’s commonstock in an amount and at a price that together represent no more that 20% ofthe shares originally subject to the Initial Registration Statement that remainunsold as of the date of the New Registration Statement. YA Global and OEGYhereby acknowledge that the Indemnification provisions of the registrationrights agreement between the parties dated March 30, 2006 apply to the Sharesincluded in the New Registration Statement.

#  

Thisletter shall confirm that we will not request further registration of OEGYshares of common stock held by us until at least 90 days after the effectivedate of the New Registration Statement.

 

Similarly, this letter shall also confirm that wehereby waive our right of first negotiation under Section 4(n) of theSecurities Purchase Agreement, dated March 30, 2006 (the “2006 SPA”) andSection 4(m) of the Securities Purchase Agreement, dated March 30, 2007 (the “2007SPA”) on a one time basis and solely with respect to the “Capital RaisingOffer” letter from the OEGY to us, dated August 6, 2007 and the up to $1,000,000unsecured note and warrant bridge financing that OEGY is contemplating withseveral investors, including, among others, Everest Asset Management (the “BridgeFinancing”), provided the terms of each transaction are not materiallychanged from those provided to us. We also hereby provide our consent, asrequired by Section 4(k) of both the 2006 SPA and 2007 SPA to complete eithertransaction proposed in the “Capital Raising Offer” letter or the BridgeFinancing.

 

We hereby consent to OEGY increasing the number ofshares allocated to its stock option plan by 8,000,000 for a total of16,500,000. As consideration for this consent, OEGY agrees that, so long as anyobligation under the SecuredConvertible Debenture, dated March 31, 2006 (the “2006 Debenture”), orthe Secured Convertible Debenture, dated March 29, 2007 (the “2007 Debenture”)is outstanding, grants of options inexcess of 8,500,000 shares to purchase OEGY securities pursuant to OEGY’sexisting

 

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option plan shall not vest sooner than two(2) years from the date hereof. In addition, this letter shall confirmthat neither the 2006 Debenture nor the 2007 Debenture is currently in default.

 

OEGY represents and confirms to YA Global that theamounts owed, together with interest accrued and accruing thereon, and anyapplicable redemption premiums now or hereafter payable by OEGY to YA Globalunder the 2006 SPA, the 2007 SPA, the secured convertible debentures issuedthereunder, and all documents and agreements entered into in connectiontherewith, including without limitation, all outstanding principal, accruedinterest, redemption premiums, costs, expenses, and fees are unconditionallyowing by OEGY to YA Global, without offset, setoff, defense or counterclaim ofany kind, nature or description whatsoever.

 

OEGY does hereby acknowledges that as of the datehereof it has no causes of action or claims arising from or relating anyagreement between OEGY and YA Global entered into prior to the date hereof.

 

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

 

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Ifyou have any questions or comments, please do not hesitate to contact me. Ifyou do not have any further comments, please sign below stating that OEGYacknowledges and agrees to the terms set forth in this letter.

 

 
|                                                           | Sincerely,                                                           |
|----------------------------------------------------------------|----------------------------------------------------------------------|
|                                                           |                                                                 |
|                                                           | YA  Global Investments, L.P. (f/k/a Cornell Capital  Partners, L.P.) |
|                                                           | By:  Yorkville Advisors, LLC,                                        |
|                                                           | Its:  Investment Manager                                             |
|                                                           |                                                                 |
|                                                           |                                                                 |
|                                                           | /s/  Mark A. Angelo                                                  |   |
|                                                           | Mark  A. Angelo                                                      |
|                                                           | Managing  Member                                                     |
|                                                           |                                                                 |
|                                                           |                                                                 |
| [***Signature Page to Open Energy Corporation Side  Letter***] |                                                                 |
| *This  letter may be signed in one or more counterparts.*      |                                                                 |
| * *                                                       |                                                                 |
| ***ACKNOWLEDGED AND AGREED:***                                 |                                                                 |
| *** ***                                                   |                                                                 |
| **OPEN  ENERGY CORPORATION**                                   |                                                                 |
| ** **                                                     |                                                                 |
| /s/ David Saltman                                              |                                                                 |   |
|                                                           |                                                                 |
| By:                                                            | David Saltman                                                        |   |   |
|                                                           |                                                                 |
| Title:                                                         | Chief Executive Officer                                              |   |   |
|                                                           |                                                                 |
| Dated:                                                         | August 30, 2007                                                      |   |   |
|                                                                |                                                                      |  |  |  |  |  |

 

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