0001437749-14-006186 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2014 • Ocean Power Technologies, Inc. • Electric services • New York

Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to Roth Capital Partners, LLC (“Roth” or the “Underwriter”), an aggregate of 3,800,000 authorized but unissued shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company has granted the Underwriter the option to purchase an aggregate of up to 570,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the Offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”

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