AMENDMENT NO. 1 TO WARRANT NO. CCP-002 OPEN ENERGY CORPORATION
AMENDMENT
NO. 1 TO
WARRANT
NO. CCP-002
OPEN
ENERGY CORPORATION
THIS
AMENDMENT NO. 1 TO WARRANT NO. CCP-002
(this
“Amendment”),
is
entered into by and between OPEN
ENERGY CORPORATION (formerly Barnabus Energy, Inc.),
a Nevada
corporation (the “Company”),
and
the undersigned Holder (the “Holder”).
WHEREAS:
A. The
Company previously executed and delivered Warrant No. CCP-002 (the "Warrant")
to the
Holder.
B. The
Company and the Holder desire to amend the Warrant 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 Company and the Holder hereby agree as
follows:
1. AMENDMENT
OF SECTION 8(a).
Section
8(a) of the Warrant is hereby amended and replaced in its entirely with the
following:
"(a) Adjustment
of Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock.
If and
whenever on or after the Issuance Date of this Warrant, the Company issues
or
sells, or is deemed to have issued or sold, any shares of Common
Stock (other than (i) Excluded Securities, for a consideration per share
less than the Warrant Exercise Price then applicable, then immediately after
such issue or sale the Warrant Exercise Price then in effect shall be reduced
to
an amount equal to such consideration per share; provided,
that,
in no
event shall the Warrant Exercise Price be reduced to less than $.05 per share
(as adjusted in the same manner that the Warrant Exercise Price is adjusted
pursuant to Section 8(d)). Upon each such adjustment of the Warrant Exercise
Price hereunder, the number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted to the number of shares determined by multiplying
the
Warrant Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment."
2. AMENDMENT
OF SECTION 8(e). Section 8(e) of the Warrant is hereby amended and replaced
in
its entirety with the following:
"(e)
Distribution
of Assets.
If the
Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a dividend,
spin
off, reclassification, corporate rearrangement or other similar transaction)
(a
“Distribution”),
at
any time after the issuance of this Warrant, then, in each such
case:
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(i) any
Warrant Exercise Price in effect immediately prior to the close of business
on
the record date fixed for the determination of holders of Common Stock
entitled to
receive the Distribution shall be reduced, effective as of the close of business
on such record date, to a price determined by multiplying such Warrant Exercise
Price by a fraction of which (A) the numerator shall be the Closing Sale Price
of the Common Stock on the trading day immediately preceding such record date
minus the value of the Distribution (as determined in good faith by the
Company’s Board of Directors) applicable to one share of Common Stock, and (B)
the denominator shall be the Closing Sale Price of the Common Stock on the
trading day immediately preceding such record date; provided,
that,
in no
event shall the Warrant Exercise Price be reduced to less than $.05 per share
(as adjusted in the same manner that the Warrant Exercise Price is adjusted
pursuant to Section 8(d)); and
(ii) either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall
be increased to a number of shares equal to the result obtained by multiplying
the Warrant Exercise Price in effect immediately prior to the adjustment
pursuant to the terms of the immediately preceding clause (i) above, by the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment, or (B) in the event that the
Distribution is of common stock of a company whose common stock is traded on
a
national securities exchange or a national automated quotation system, then
the
holder of this Warrant shall receive an additional warrant to purchase Common
Stock, the terms of which shall be identical to those of this Warrant, except
that such warrant shall be exercisable into the amount of the assets that would
have been payable to the holder of this Warrant pursuant to the Distribution
had
the holder exercised this Warrant immediately prior to such record date and
with
an exercise price equal to the amount by which the exercise price of this
Warrant was decreased with respect to the Distribution pursuant to the terms
of
the immediately preceding clause (i).
3. AMENDMENT
OF SECTION 8(f).
Section
8(f) is hereby amended by adding the following sentence at the end of such
Section:
"Notwithstanding
anything to the contrary in this Section 8(f), (i) the Warrant Exercise Price
shall not be reduced to less than $0.05 per share (as adjusted in the same
manner that the Warrant Exercise Price is adjusted pursuant to Section 8(d)),
and (ii) the number of Warrant Shares obtainable upon exercise of this Warrant
shall not be adjusted to exceed that number of shares determined by multiplying
the Warrant Exercise Price in effect immediately prior to the adjustment
pursuant to this Section 8(f), by the number of Warrant Shares issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing
the
product thereof by the Warrant Exercise Price resulting from such
adjustment."
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4. 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 Warrant shall remain unchanged
and
this Amendment and the Agreement shall be deemed a single integrated instrument
for all purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 1 to Warrant No. CCP-002 to be duly
executed as of day and year first above written.
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COMPANY:
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OPEN
ENERGY CORPORATION
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By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
President
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AGREED
AND ACKNOWLEDGED:
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HOLDER:
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/ ▇▇▇▇
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Name:
▇▇▇▇ ▇▇▇▇▇▇
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Title:
President
and Portfolio Manager
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