Exhibit 4.1


Amendment to Securities Purchase Agreement


 


THIS AMENDMENT (this “Amendment”),
dated as of December 7, 2007, by and among Open Energy
Corporation, a Nevada corporation (the “Company”), and
each of the investors listed on the Schedule of Buyers annexed to that certain
securities purchase agreement, dated September 19,
2007 (the “Agreement”).  All capitalized terms not otherwise defined
herein shall have the definitions ascribed to them in the Agreement, as amended
herby.


 


WITNESSTH


 


A.                                   WHEREAS, each of the
Buyers and the Company are parties to the Agreement; and


 


B.                                     WHEREAS, the Buyers
and the Company now desire to amend the Agreement upon the terms and conditions
as are set forth herein.


 


NOW, THEREFORE, in consideration of the mutual covenants and
other agreements contained in this Amendment, the Company and each of the
Buyers hereby agree as follows:


 


                                                1.                                       AMENDMENT TO
RECITAL CLAUSE C. The final sentence of recital clause C shall be
amended to read in its entirety as follows:


 


“Of
the $35,000,000 principal amount of Notes being issued in connection with this
transaction, not more than $5,000,000 principal amount of Notes shall be
designated Series A Notes and not more than $30,000,000 principal amount
of Notes shall be designated Series B Notes;”


 


2.                                       AMENDMENT TO SECTION 1(a)(ii). The final
sentence of recital clause C shall be amended to read in its entirety as
follows:


 


The date and time of the initial Closing (the “Initial Closing”)
shall be no later than 10:00 a.m., New York City time on September 18,
2007 (or such later date as is mutually agreed to by the Company and each
Buyer) (the “Initial Closing Date”) after
notification of satisfaction (or waiver) of the conditions to the Closing set
forth in Sections 6 and 7 below, with any additional closings (the “Additional Closing Dates”) to take place on or before December 17,
2007 (“Termination Date”) with the date of the
final Closing (the “Final Closing”)
occurring on or before the Termination Date (the “Final
Closing Date”), each to occur at the offices of Richardson &
Patel LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174 unless
the Company and the Buyers (as defined below) agree otherwise.  The Initial Closing and the Final Closing may
be referred to herein collectively as a “Closing.”


 


 


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3.                                       AMENDMENT TO
SECTIONS 4(o)(ii) and (iv).  Section 4(o)(ii) shall be amended
to read in its entirety as follows:


 


“From the date hereof until 90 days after the
Effective Date (as defined in the Registration Rights Agreement), neither the
Company nor any Subsidiary shall issue shares of Common Stock or Common Stock
Equivalents, other than: (i) Excluded Securities, (ii) pursuant to
this Agreement, or (iii) upon the conversion of Notes or exercise of
Warrants issued in connection with this Agreement or the securities purchase
agreement, dated March 30, 2006 and the securities purchase agreement,
dated March 30, 2007, between the Company and Y.A. Global Investments,
L.P. (“YA Global”); provided, however,
the 90 day period set forth in this Section 4(o) shall be extended
for the number of Trading Days during such period in which (i) trading in
the Common Stock is suspended by any Trading Market, or (ii) following the
Effective Date, the Registration Statement is not effective or the prospectus
included in the Registration Statement may not be used by the Buyers for the
resale of the Conversion Shares or Warrant Shares.”


 


Section 4(o)(iv) shall
be amended to read in its entirety as follows:


 


“Notwithstanding the foregoing, this Section 4(o) shall
not apply in respect of any Strategic Investment Partner or Excluded Securities
(as defined in the Notes), except that other than the issuance of Variable
Equity Securities pursuant to the terms of each of the securities purchase
agreements dated March 30, 2006 and March 30, 2007, respectively,
between the Company and YA Global no Variable Equity Securities or Equity Line
transaction shall be deemed to be included in the definition of Excluded
Securities (as defined in the Notes). 
For purposes of this Section 4(o) and Section 4(r), “Strategic Investment Partner” shall include, without
limitation, any party with whom the Company may enter into any business
relationship whereby such party (i) invests cash or other funds into the
Company, (ii) enters into a joint venture with the Company or (iii) enters
into such other similar business arrangement.


 


4.                                       AMENDMENT TO SECTION 4(s).  Section 4(s) shall
be amended to read in its entirety as follows:


 


“Retention of Transfer Agent. 
The Company will engage the services of a transfer agent for its Common
Stock that is a participant in the Depository Trust Company’s Full Fast
Program; however, prior to the Company’s engagement of a transfer agent, other
than its current transfer agent, the Company will have first received the prior
written consent of YA Global, which consent shall not be unreasonably withheld.”


 


 


 


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                                                5.                                       MISCELLANEOUS.


 


(a)                                  Continued
Effectiveness. Except as otherwise provided herein, all of the
representations, warranties, covenants, conditions and other provisions of the
Agreement are hereby ratified and confirmed and shall continue in full force
and effect, enforceable in accordance with the terms thereof.


 


(b)                                 Authorization. The Buyer
hereby represents and warrants to the Agent and the Company that it has full
power and authority to enter into this Amendment and that this Amendment
constitutes the legal, valid and binding obligation of the Buyer, enforceable
against such Buyer in accordance with its terms.


 


(c)                                  Successors and
Assigns. This Amendment shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.


 


(d)                                 Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.


 


(e)                                  Counterparts. This
Amendment may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature.


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 


 


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


	
  OPEN ENERGY CORPORATION

  	
  Address for Notice:

  
	
   

  	
  514 Via de la Valle, Suite 200

  
	
   

  	
  Solana Beach, CA 92075

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Facsimile: (858)
  794-8811

  
	
   

  	
  Name: David P. Saltman

  	
  Attention: David
  Saltman

  
	
   

  	
  Title: Chief Executive Officer

  	
  Chief Executive
  Officer

  
	
   

  	
   

  
	
  With a copy to (which shall not constitute
  notice):

  	
  Address
  for Notice:

  
	
  Wilson Sonsini Goodrich & Rosati

  	
  12235 El Camino
  Real, Suite 200

  
	
  Attention: Martin J. Waters, Esq.

  	
  San Diego, CA
  92130

  
				



 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR BUYER FOLLOWS]


 


 


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[BUYER SIGNATURE PAGES TO OPEN ENERGY CORPORATION AMENDMENT]


 


IN WITNESS WHEREOF, the undersigned have
caused this Amendment to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	
  Name of Buyer:

  
	
   

  
	
  Signature of Authorized Signatory of Buyer:

  
	
   

  
	
  Name of Authorized Signatory:

  
	
   

  
	
  Title of Authorized Signatory:

  
	
   

  
	
  Email Address of Buyer:

  
	
   

  
	
  Fax Number of Buyer:

  
	
   

  
	
  Address
  for Notice of Buyer:

  



 


 


 


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