EXHIBIT
4.5


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of March 29, 2007, by and among OPEN ENERGY CORPORATION, a Nevada
corporation (the “Company”), and the undersigned Buyers listed on
Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).


WHEREAS:


A.            In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to
the conditions of the Securities Purchase Agreement, to issue and sell to the
Buyers (i) secured convertible debentures (the “Convertible Debentures”)
which shall be convertible into shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock,” as converted, the “Conversion
Shares”) in accordance with the terms of the Convertible Debentures, and
(ii) warrants (the “Warrants”), which will be exercisable to purchase
shares of Common Stock (as exercised, collectively, the “Warrant Shares”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Securities Purchase Agreement.


B.            To
induce the Buyers to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain limited registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the “Securities Act”),
and applicable state securities laws.


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 Company and the Buyers hereby agree as follows:


1.             DEFINITIONS.


As used in this Agreement, the following terms shall
have the following meanings:


(a)           “Effectiveness
Deadline” means, with respect to the initial Registration Statement
required to be filed hereunder, the 90th calendar day following the date filed
and, with respect to any Subsequent Registration Statements which may be
required pursuant to Section 3(c), the 60th calendar day following the filed;
provided, however, in the event the Company is notified by the U.S. Securities
and Exchange Commission (“SEC”) that one of the above Registration
Statements will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Date as to such Registration Statement shall be the
fifth Trading Day following the date on which the Company is so notified if
such date precedes the dates required above.


(b)           “Event
of Default” shall have the meaning ascribed to it in the Convertible
Debentures.













(c)           “Filing
Deadline” means, with respect to the initial Registration Statement
required hereunder, the 30th calendar day following the date the Company
receives a Filing Notice, and, with respect to any Subsequent Registration
Statements which may be required pursuant to Section 3(c), the 30th day
following the date on which the Company first knows, or reasonably should have
known that it is obligated to file such Subsequent Registration Statement.


(d)           “Filing
Notice” means a written notice from the Buyer to the Company (which may not
be sent prior to the occurrence of an Event of Default) to file a Registration
Statement and stating the number of shares to include on such Registration
Statement.


(e)           “Initial
Required Registration Amount” means such number of shares of Common Stock
issued or to be issued upon conversion of the Convertible Debentures or
exercise of the series Warrants as set forth on a Filing Notice.


(f)            “Person”
means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.


(g)           “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus.


(h)           “Registrable
Securities” means all of (i) the Conversion Shares issuable upon conversion
of the Convertible Debentures, (ii) the Warrant Shares issued or issuable upon
exercise of the Warrants, (iii) any additional shares issuable in connection
with any anti-dilution provisions in the Warrants or the Convertible Debentures
(without giving effect to any limitations on exercise set forth in the Warrants
or Convertible Debentures) and (iv) any shares of Common Stock issued or
issuable with respect to the Conversion Shares, the Convertible Debentures, the
Warrant Shares, or the Warrants as a result of any stock split, dividend or
other distribution, recapitalization or similar event or otherwise, without
regard to any limitations on the conversion of the Convertible Debentures or
exercise of the Warrants.


(i)            “Registration
Statement” means the registration statements required to be filed hereunder
and any additional registration statements contemplated by Section 3(c),
including (in each case) the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


(j)            “Rule
415” means Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC 
having substantially the same purpose and effect as such Rule.



 2
 









2.             REGISTRATION.


(a)           The
obligations of the Company hereunder shall not come into effect unless and
until an Event of Default has occurred. 
At any time after the occurrence of an Event of Default, the Buyer shall
have the right to deliver to the Company a Filing Notice.


(b)           After
receipt of a valid Filing Notice, the Company shall, on or prior to each Filing
Deadline, prepare and file with the SEC a Registration Statement on Form S-1 or
SB-2 (or, if the Company is then eligible, on Form S-3) covering the resale of
all of the Registrable Securities.  The
Registration Statement prepared pursuant hereto shall register for resale at
least the number of shares of Common Stock equal to the Required Registration
Amount as of date the Registration Statement is initially filed with the
SEC.  The Registration Statement shall
contain the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit A and
contain all the required disclosures set forth on Exhibit B.  The Company shall use its best efforts to
have the Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Effectiveness Deadline.  By 9:30 am on the date following the date of
effectiveness, the Company shall file with the SEC in accordance with Rule 424
under the 1933 Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement. 
The Company shall cause the Registration Statement to remain effective
until all of the Registrable Securities have been sold or may be sold without
volume restrictions pursuant to Rule 144(k), as determined by the counsel to
the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected Holders (“Registration
Period”).  Prior to the filing of the
Registration Statement with the SEC, the Company shall furnish a draft of the
Registration Statement to the Buyers for their review and comment.  The Buyers shall furnish comments on the
Registration Statement to the Company within twenty-four (24) hours of the
receipt thereof from the Company.


(c)           Failure
to File or Obtain Effectiveness of the Registration Statement.     If: (i) a Registration Statement is not
filed on or prior to its Filing Date (if the Company files a Registration
Statement without affording the Holders the opportunity to review and comment
on the same as required by Section 3(a), the Company shall not be deemed to
have satisfied this clause (i)), or (ii) the Company fails to file with the SEC
a request for acceleration in accordance with Rule 461 promulgated under the
Securities Act, within five Trading Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the SEC that a
Registration Statement will not be “reviewed,” or not subject to further review,
or (iii) a Registration Statement filed or required to be filed hereunder is
not declared effective by the SEC by its Effectiveness Deadline, or (iv) after
the effectiveness, a Registration Statement ceases for any reason to remain
continuously effective as to all Registrable Securities for which it is
required to be effective, or the Holders are otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities for more than 30
consecutive calendar days or more than an aggregate of 40 calendar days during
any 12-month period (which need not be consecutive calendar days) (any such
failure or breach being referred to as an “Event”), then in addition to
any other rights the holders of the Convertible Debentures may have hereunder
or under applicable law, on each such Event date and on each monthly
anniversary of each such Event date (if the applicable Event shall not have
been cured by such date) until the applicable Event is cured, the Company shall
pay to each holder of Convertible Debentures an amount in cash, as partial
liquidated damages (“Liquidated Damages”) and not as a penalty, equal to
2.0% of the 



 3
 









aggregate purchase price paid by such holder pursuant to the Securities
Purchase Agreement for any Convertible Debentures then held by such
holder.  The parties agree that (1) the
Company shall not be liable for Liquidated Damages under this Agreement with
respect to any Warrants or Warrant Shares and (2) the maximum aggregate
Liquidated Damages payable to a holder of Convertible Debentures under this
Agreement shall be twelve percent (12%) of the aggregate Purchase Price paid by
such holder pursuant to the Securities Purchase Agreement.  The partial Liquidated Damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event.


(d)           Liquidated
Damages.  The Company and the Buyer
hereto acknowledge and agree that the sums payable under subsection 2(c) above
shall constitute liquidated damages and not penalties and are in addition to
all other rights of the Buyer, including the right to call a default.  The parties further acknowledge that (i) the
amount of loss or damages likely to be incurred is incapable or is difficult to
precisely estimate, (ii) the amounts specified in such subsections bear a
reasonable relationship to, and are not plainly or grossly disproportionate to,
the probable loss likely to be incurred in connection with any failure by the
Company to obtain or maintain the effectiveness of a Registration Statement,
(iii) one of the reasons for the Company and the Buyer reaching an agreement as
to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Buyer are
sophisticated business parties and have been represented by sophisticated and
able legal counsel and negotiated this Agreement at arm’s length.


3.             RELATED
OBLIGATIONS.


(a)           The
Company shall, not less than three (3) Trading Days prior to the filing of each
Registration Statement and not less than one (1) Trading Day prior to the
filing of any related amendments and supplements to all Registration Statements
(except for annual reports on Form 10-K or Form 10-KSB), furnish to each Buyer
copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject
to the reasonable and prompt review of such Buyers, The Company shall not file
a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Buyers shall reasonably object in good faith; provided that, the Company is notified of such objection in
writing no later than two (2) Trading Days after the Buyers have been so
furnished copies of a Registration Statement.


(b)           The
Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
Prospectus used in connection with such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep such Registration Statement effective at all
times during the Registration Period, and prepare and file with the SEC such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement
(subject to the terms of this Agreement), and as so supplemented or amended to
be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible
to any comments received from the SEC with respect to a Registration Statement
or any amendment thereto and as promptly as reasonably possible provide the
Buyers true and complete copies of all correspondence from and to the SEC
relating to a Registration 



 4
 









Statement (provided that the Company may excise any information
contained therein which would constitute material non-public information as to
any Buyer which has not executed a confidentiality agreement with the Company);
and (iv) comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement.  In the case of amendments and
supplements to a Registration Statement which are required to be filed pursuant
to this Agreement (including pursuant to this Section 3(b)) by reason of the
Company’s filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any
analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company shall incorporate such report by reference into the
Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement the
Registration Statement.


(c)           To
the extent that the Buyer holds any Registrable Securities that are prohibited
from being included on a the initial Registration Statement or any other Registration
Statement (the “Non-Registered Shares”) under Rule 415, as interpreted
by the SEC, then the Company shall become obligated to file an additional
Registration Statement (each, a “Subsequent Registration Statement”) on
the first day after such Subsequent Registration Statement may be filed without
objection by the SEC under Rule 415 covering the resale by the Buyers of the
maximum number of such Non-Registered Shares allowed under Rule 415 as
interpreted by the SEC.


(d)           The
Company shall furnish to each Buyer whose Registrable Securities are included
in any Registration Statement, without charge, (i) at least one (1) copy of
such Registration Statement as declared effective by the SEC and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) ten (10) copies of the final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such
other number of copies as such Buyer may reasonably request) and (iii) such
other documents as such Buyer may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by such
Buyer.


(e)           The
Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by a Registration Statement under such other securities or “blue
sky” laws of such jurisdictions in the United States as any Buyer reasonably
requests, (ii) prepare and file in those jurisdictions, such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (w) make any change to its
articles of incorporation or by-laws, (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such 



 5
 









jurisdiction.  The Company shall
promptly notify each Buyer who holds Registrable Securities of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.


(f)            As
promptly as practicable after becoming aware of such event or development, the
Company shall notify each Buyer in writing of the happening of any event as a
result of which the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and
deliver ten (10) copies of such supplement or amendment to each Buyer.  The Company shall also promptly notify each
Buyer in writing (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to each Buyer by facsimile on the same day of
such effectiveness), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.


(g)           The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction within the United States of America and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify each Buyer who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


(h)           If,
after the execution of this Agreement, a Buyer believes, after consultation
with its legal counsel, that it could reasonably be deemed to be an underwriter
of Registrable Securities, at the request of any Buyer, the Company shall
furnish to such Buyer, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as a Buyer may
reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering, and (ii) an opinion, dated as of such date,
of counsel representing the Company for purposes of such Registration
Statement, in form, scope and substance as is customarily given in an
underwritten public offering, addressed to the Buyers.


(i)            If,
after the execution of this Agreement, a Buyer believes, after consultation
with its legal counsel, that it could reasonably be deemed to be an underwriter
of Registrable Securities, at the request of any Buyer, the Company shall make
available for inspection by (i) any Buyer and (ii) one (1) firm of
accountants or other agents retained by the Buyers (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent 



 6
 









corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the
Company’s officers, directors and employees to supply all information which any
Inspector may reasonably request; provided, however, that each Inspector shall
agree, and each Buyer hereby agrees, to hold in strict confidence and shall not
make any disclosure (except to a Buyer) or use 
any Record or other information which the Company determines in good
faith to be confidential, and of which determination the Inspectors are so
notified, unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is
otherwise required under the Securities Act, (b) the release of such Records is
ordered pursuant to a final, non-appealable subpoena or order from a court or
government body of competent jurisdiction, or (c) the information in such
Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement of which the Inspector
and the Buyer has knowledge.  Each Buyer
agrees that it shall, upon learning that disclosure of such Records is sought
in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.


(j)            The
Company shall hold in confidence and not make any disclosure of information
concerning a Buyer provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement.  The Company agrees that it
shall, upon learning that disclosure of such information concerning a Buyer is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt written notice to such Buyer and allow such
Buyer, at the Buyer’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.


(k)           The
Company shall use its best efforts either to cause all the Registrable
Securities covered by a Registration Statement (i) to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) the
inclusion for quotation on the National Association of Securities Dealers, Inc.
OTC Bulletin Board for such Registrable Securities.  The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section 3(j).


(l)            The
Company shall cooperate with each Buyer who holds Registrable Securities being
offered and, to the extent applicable, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case
may be, as the Buyers may reasonably request and registered in such names as
the Buyers may request.



 7
 









(m)          The
Company shall use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities.


(n)           The
Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions
of Rule 158 under the Securities Act) covering a twelve (12) month period
beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of the Registration Statement.


(o)           The
Company shall otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC in connection with any registration hereunder.


(p)           Within
two (2) business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Buyer whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit C.


(q)           The
Company shall take all other reasonable actions necessary to expedite and facilitate
disposition by each Buyer of Registrable Securities pursuant to a Registration
Statement.


4.             OBLIGATIONS
OF THE BUYERS.


(a)           Each
Buyer agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of
Section 3(e), such Buyer will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement covering such
Registrable Securities until such Buyer’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of
Section 3(e) or receipt of notice that no supplement or amendment is
required.  Notwithstanding anything to
the contrary, the Company shall cause its transfer agent to deliver unlegended
certificates for shares of Common Stock to a transferee of a Buyer in
accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which a Buyer has
entered into a contract for sale prior to the Buyer’s receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(f)
or the first sentence of 3(e) and for which the Buyer has not yet settled.


(b)           Each
Buyer covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the
Registration Statement. 


 


5.             EXPENSES
OF REGISTRATION.


All expenses incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers, legal and accounting fees shall be paid by the Company.



 8
 









6.             INDEMNIFICATION.


With respect to Registrable Securities which are
included in a Registration Statement under this Agreement:


(a)           To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Buyer, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who
controls any Buyer within the meaning of the Securities Act or the Exchange Act
(each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any
of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact
in a Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation there
under relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). 
The Company shall reimburse the Buyers and each such controlling person
promptly as such expenses are incurred and are due and payable, for any legal
fees or disbursements or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a):
(x) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (y) shall not be
available to the extent such Claim is based on a failure of the Buyer to
deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant
to Section 3(c); and (z) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of
the Company, which 



 9
 









consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Buyers pursuant to Section 9 hereof.


(b)           In
connection with a Registration Statement, each Buyer agrees to severally and
not jointly indemnify, hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its
directors, each of its officers, employees, representatives, or agents and each
Person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act (each an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or is based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Buyer
expressly for use in connection with such Registration Statement; and, subject
to Section 6(d), such Buyer will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Buyer, which
consent shall not be unreasonably withheld; provided, further, however, that
the Buyer shall be liable under this Section 6(b) for only that amount of a
Claim or Indemnified Damages as does not exceed the net proceeds to such Buyer
as a result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Buyers pursuant to Section 9. 
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any
prospectus shall not inure to the benefit of any Indemnified Party if the
untrue statement or omission of material fact contained in the prospectus was
corrected and such new prospectus was delivered to each Buyer prior to such
Buyer’s use of the prospectus to which the Claim relates.


(c)           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
6 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of
not more than one (1) counsel for such Indemnified Person or Indemnified Party
to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing  interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding.  The Indemnified Party or
Indemnified Person 



 10
 









shall cooperate fully with the indemnifying party in connection with
any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such
action or claim.  The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with
respect thereto.  No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent; provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent
to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such claim or litigation.  Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been
made.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend
such action.


(d)           The
indemnification required by this Section 6 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.


(e)           The
indemnity agreements contained herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


7.             CONTRIBUTION.


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that:  (i) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.


8.             REPORTS
UNDER THE EXCHANGE ACT.


With a view to making available to the Buyers the
benefits of Rule 144 promulgated under the Securities Act or any similar rule
or regulation of the SEC that may at any time permit 



 11
 









the Buyers to sell securities of the Company to the
public without registration (“Rule 144”) the Company agrees to:


(a)           make
and keep public information available, as those terms are understood and
defined in Rule 144;


(b)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements (it being understood that nothing herein
shall limit the Company’s obligations under Section 4(c) of the Securities
Purchase Agreement) and the filing of such reports and other documents as
are  required by the applicable
provisions of Rule 144; and


(c)           furnish
to each Buyer so long as such Buyer owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Buyers to sell such
securities pursuant to Rule 144 without registration.


9.             AMENDMENT
OF REGISTRATION RIGHTS.


Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and Buyers who then hold at least two-thirds (2/3) of the
Registrable Securities.  Any amendment or
waiver effected in accordance with this Section 9 shall be binding upon
each Buyer and the Company.  No such
amendment shall be effective to the extent that it applies to fewer than all of
the holders of the Registrable Securities. 
No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of this Agreement
unless the same consideration also is offered to all of the parties to this
Agreement.


10.           MISCELLANEOUS.


(a)           A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities or owns the
right to receive the Registrable Securities. 
If the Company receives conflicting instructions, notices or elections
from two (2) or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.


(b)           No
Piggyback on Registrations.  Except
as set forth on Schedule 10(b) attached hereto, neither the Company nor
any of its security holders (other than the Buyers in such capacity pursuant
hereto) may include securities of the Company in the initial Registration
Statement other than the Registrable Securities.  The Company shall not file any other
registration statements until the initial Registration Statement required
hereunder is declared effective by the SEC, provided that this Section 10(b)
shall not prohibit the Company from filing amendments to registration
statements already filed.



 12















(c)           Piggy-Back
Registrations.  If at any time during
the Registration Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to
prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with the stock option
or other employee benefit plans, then the Company shall send to each Buyer a
written notice of such determination and, if within fifteen (15) days after the
date of such notice, any such Buyer shall so request in writing, the Company
shall include in such registration statement all or any part of such
Registrable Securities such Buyer requests to be registered; provided, however,
that, the Company shall not be required to register any Registrable Securities
pursuant to this Section 10(c) that are eligible for resale pursuant to Rule
144(k) promulgated under the Securities Act or that are the subject of a then
effective Registration Statement.


(d)           Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered:  (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) business day after deposit with a
nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. 
The addresses and facsimile numbers for such communications shall be:


	
  If to the Company, to:

  	
  Open Energy Corporation

  
	
   

  	
  514 Via de la Valle, Suite 200

  
	
   

  	
  Solana Beach, CA 92075

  
	
   

  	
  Attention: David Saltman, Chief Executive Officer

  
	
   

  	
  Telephone:    858-794-8800

  
	
   

  	
  Facsimile:     
  858-794-8811

  
	
   

  	
   

  
	
  With Copy to:

  	
  Sue J. Hodges, Partner

  
	
   

  	
  Pillsbury Winthrop Shaw Pittman LLP

  
	
   

  	
  12255 El Camino Real, Suite 300

  
	
   

  	
  San Diego, CA 92130

  
	
   

  	
  Telephone:   858-509-4003

  
	
   

  	
  Facsimile:    858-509-4010

  
	
   

  	
   

  



 


If to an Buyer, to its address and facsimile number on
the Schedule of Buyers attached hereto, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers or to such other address
and/or facsimile number and/or to the attention of such other person as the
recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a 



 13
 









nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.


(e)           Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by
a party in exercising such right or remedy, shall not operate as a waiver
thereof.


(f)            The laws of the State
of New Jersey shall govern all issues concerning the relative rights of the
Company and the Buyers as its stockholders. 
All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of
the State of New Jersey, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New Jersey or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New Jersey.  Each
party hereby irrevocably submits to the non-exclusive jurisdiction of the
Superior Courts of the State of New Jersey, sitting in Hudson County, New
Jersey and federal courts for the District of New Jersey sitting Newark, New
Jersey, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


(g)           This Agreement shall
inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


(h)           The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


(i)            This Agreement may
be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement.  This Agreement, once executed by a party, may
be delivered to the other party hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.



 14
 









(j)            Each party shall do
and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


(k)           The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied
against any party.


(l)            This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



 15
 









IN WITNESS WHEREOF,
each Buyer and the Company have caused their signature page to this
Registration Rights Agreement to be duly executed as of the date first above
written.


	
  

  	
  COMPANY:

  
	
   

  	
  OPEN ENERGY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David
  Saltman

  
	
   

  	
  Name:

  	
  David Saltman

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
				



 



 16
 









IN WITNESS WHEREOF,
each Buyer and the Company have caused their signature page to this
Registration Rights Agreement to be duly executed as of the date first above
written.


	
  

  	
  BUYER:

  
	
   

  	
  CORNELL CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Yorkville Advisors, LLC

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gerald Eicke

  	
   

  
	
   

  	
  Name: Gerald Eicke

  
	
   

  	
  Its: Managing Partner

  
				



 



 17















SCHEDULE I


SCHEDULE OF BUYERS


	
  Buyer

  	
   

  	
  Address/Facsimile 

  Number of Buyer

  	
   

  	
  Address/Facsimile 

  Number of Buyer’s

  Representative

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cornell Capital Partners, L.P.

  	
   

  	
  101 Hudson Street — Suite 3700

  	
   

  	
  101 Hudson Street — Suite 3700

  
	
   

  	
   

  	
  Jersey City, NJ 07303

  	
   

  	
  Jersey City, NJ 07303

  
	
   

  	
   

  	
  Facsimile:       (201)
  985-8266

  	
   

  	
  Facsimile:        (201)
  985-8266

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: David Gonzalez, Esq.

  



 


















EXHIBIT
A


SELLING STOCKHOLDERS


AND PLAN OF DISTRIBUTION


Selling Stockholders


The
shares of Common Stock being offered by the selling stockholders are issuable
upon conversion of the convertible debentures and upon exercise of the
warrants.  For additional information
regarding the issuance of those convertible notes and warrants, see “Private
Placement of Convertible Debentures and Warrants” above.  We are registering the shares of Common Stock
in order to permit the selling stockholders to offer the shares for resale from
time to time.  Except as otherwise notes
and except for the ownership of the convertible Debentures and the warrants
issued pursuant to the Securities Purchase Agreement, the selling stockholders
have not had any material relationship with us within the past three years.


The
table below lists the selling stockholders and other information regarding the
beneficial ownership of the shares of Common Stock by each of the selling
stockholders.  The second column lists
the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the convertible debentures and warrants,
as of             ,
200  , assuming conversion of all convertible debentures and exercise
of the warrants held by the selling stockholders on that date, without regard
to any limitations on conversions or exercise.


The
third column lists the shares of Common Stock being offered by this prospectus
by the selling stockholders.


In
accordance with the terms of a registration rights agreement with the selling
stockholders, this prospectus generally covers the resale of at least (i) 300%
of the number of Conversion Shares issued and issuable pursuant to the
convertible debentures as of the trading day immediately preceding the date the
registration statement is initially filed with the SEC, and (ii) 100% of the
number of warrant shares issued and issuable pursuant to the warrants as of the
trading day immediately preceding the date the registration statement is
initially filed with the SEC.  Because the conversion price of
the convertible debentures and the exercise price of the warrants may be
adjusted, the number of shares that will actually be issued may be more or less
than the number of shares being offered by this prospectus.  The fourth column assumes the sale of all of
the shares offered by the selling stockholders pursuant to this prospectus.


Under
the terms of the convertible debentures and the warrants, a selling stockholder
may not convert the convertible debentures or exercise the warrants to the
extent such conversion or exercise would cause such selling stockholder,
together with its affiliates, to beneficially own a number of shares of Common
Stock which would exceed 4.99% of our then outstanding shares of Common Stock
following such conversion or exercise, excluding for purposes of such
determination shares of Common Stock issuable upon conversion of the
convertible debentures which have not been converted and upon exercise of the
warrants which have not been exercised. 
The number of shares in the second column does not reflect this
limitation.  The selling stockholders may
sell all, some or none of their shares in this offering.  See “Plan of Distribution.”













 


	
  Name of Selling Stockholder

  	
   

  	
  Number of Shares Owned

  Prior to Offering

  	
   

  	
  Maximum Number of Shares

  to be Sold Pursuant to this

  Prospectus

  	
   

  	
  Number of Shares Owned

  After Offering

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cornell Capital Partners, L.P. (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1)           Cornell Capital Partners, L.P. is a
Cayman Island exempt limited partnership. 
Cornell is managed by Yorkville Advisors, LLC.  Investment decisions for Yorkville Advisors
are made by Mark Angelo, its portfolio manager.



 2
 









Plan of Distribution


Each Selling Stockholder
(the “Selling Stockholders”) of the common stock and any of their
pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their shares of common stock on the                
or any other stock exchange, market or trading facility on which the shares are
traded or in private transactions.  These
sales may be at fixed or negotiated prices. 
A Selling Stockholder may use any one or more of the following methods
when selling shares:


·                  ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;


·                  block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;


·                  purchases by a broker-dealer as
principal and resale by the broker-dealer for its account;


·                  an exchange distribution in
accordance with the rules of the applicable exchange;


·                  privately negotiated transactions;


·                  broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share;


·                  through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;


·                  a combination of any such methods of
sale; or


·                  any other method permitted pursuant
to applicable law.


The Selling Stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as
amended (the “Securities Act”), if available, rather than under this
prospectus.


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers
to participate in sales.  Broker-dealers
may receive commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement
to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with NASDR Rule 2440; and in the
case of a principal transaction a markup or markdown in compliance with NASDR
IM-2440.


In connection with the
sale of the common stock or interests therein, the Selling Stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Common Stock in
the course of hedging the positions they assume.  The Selling Stockholders may also enter into
option or other 



 3
 









transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be
deemed to be “underwriters” within the meaning of the Securities Act in
connection with such sales.  In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).


The Company is required
to pay certain fees and expenses incurred by the Company incident to the
registration of the shares.  The Company
has agreed to indemnify the Selling Stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities
Act.


Because Selling
Stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of
the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under this prospectus.  There is no underwriter or coordinating
broker acting in connection with the proposed sale of the resale shares by the
Selling Stockholders.


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may
be resold by the Selling Stockholders without registration and without regard
to any volume limitations by reason of Rule 144(k) under the Securities Act or
any other rule of similar effect or (ii) all of the shares have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect.  The resale
shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain
states, the resale shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution
of the resale shares may not simultaneously engage in market making activities
with respect to the common stock for the applicable restricted period, as
defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the Selling Stockholders
or any other person.  We will make copies
of this prospectus available to the Selling Stockholders and have informed them
of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the
Securities Act).



 4
 









EXHIBIT
B


OTHER DISCLOSURES 


See attachment provided separately.



 5
 









EXHIBIT
C


FORM OF NOTICE OF
EFFECTIVENESS

OF REGISTRATION STATEMENT


Attention:


Re:                               OPEN ENERGY CORPORATION


Ladies and
Gentlemen:


We are counsel to Open Energy Corporation, a Nevada
corporation (the “Company”), and have represented the Company in
connection with that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”) entered into by and among the Company and the Buyers
named therein (collectively, the “Buyers”) pursuant to which the Company
issued to the Buyers shares of its Common Stock, par value $0.01 per share (the
“Common Stock”).  Pursuant to the
Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Buyers (the “Registration Rights Agreement”) pursuant
to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement) under the
Securities Act of 1933, as amended (the “Securities Act”).  In connection with the Company’s obligations
under the Registration Rights Agreement, on                         
        , the Company filed a
Registration Statement on Form              
(File No. 333-                   )
(the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the Registrable Securities which
names each of the Buyers as a selling stockholder there under.


In connection with the foregoing, we advise you that a
member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities
Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS]
and we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and the Registrable Securities are available for resale under the Securities
Act pursuant to the Registration Statement.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Law Firm]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


cc:           [LIST
NAMES OF BUYERS]



 6