ADDENDUM TO THE AGREEMENT

Exhibit 10.27

ADDENDUM TO THE AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF A WAVE ENERGY POWER PLANT SIGNED ON JULY 27, 2006 BETWEEN IBERDROLA ENERGIAS MARINAS DE CANTABRIA, S.A. AND OCEAN POWER TECHNOLOGIES LIMITED.

Made and entered into in Madrid on February 18, 2008.

Of the one part,

IBERDROLA ENERGIAS MARINAS DE CANTABRIA, S.A., with registered offices in Santander, Cantabria, Calle Amos de Escalante, number 6, 2B, represented by Mr. Javier Garcia Perez, with Spanish Identification Document number 30.604.192-R and Mr. Rafael de Icaza de La Sota, with Spanish Identification Document number 16.035.858-M, in his capacity as attorneys, as accredited by means of the deed of incorporation of the company signed on September 25, 2006 before the Notary of Madrid Mr. Miguel Raiz-Gallardon Garcia de la Rasilla under number 7.567 of his protocol (the “ CLIENT ”).

OCEAN POWER TECHOLOGIES LIMITED , a company incorporated in England and Wales Company No.   5225532) with its registered office at Warwick Innovation Centre, Gallows Hill, Warwick CV334 6UW, United Kingdom, represented by Mr. Mark Draper, with UK Passaport number 80061626, in his capacity as Director of Company (the “ CONTRACTOR ”).

The CLIENT and the CONTRACTOR shall hereinafter be referred to collectively as the “ Parties ”, and individually as “ Party ”.

I.		Whereas, in July 27, 2006, the Parties have signed an Agreement for the Engineering, Procurement and Construction of a Wave Energy Power Plant (hereinafter, the “ EPC Agreement ”).
II.		Whereas, the Parties have agreed to modify the milestones and the regulation of the PAC and the DAC and other terms of the EPC Agreement, so it suits better with the development of the Works, namely to accommodate a separate completion of the installation, commissioning, PAC and DAC for the PowerBuoy PB40ES and associated mooring system, on the one hand, and the Subsca cable and Underwater Substation ‘Pod’ on the other.

III.

In virtue of the aforesaid, the Parties, hereby execute this Addendum to the EPC Agreement (the “ Addendum ”), which will be governed by the following clauses:

CLAUSE 1
CHANGES TO CLAUSE 1 OF THE EPC AGREEMENT; REFERENCES TO DEFINED
TERMS AND CLAUSES.

1.

The Parties agree to change Clause 1 of the EPC Agreement that will read as follows:

“1. DEFINITIONS

Agreement		Means this agreement together with all of its Annexes.
Agreed Price		Means the compensation due by the CLIENT to the CONTRACTOR for the entire and satisfactory execution of the Works determined pursuant to Clause is of this Agreement that shall be paid to the CONTRACTOR according to the Schedule of Milestones.
Business Day		Means any day that is not a Saturday, Sunday or holiday (whether a national, regional or local holiday) in Madrid and Cantabria.
Calendar		Means the timeline for execution of the Works contained in Annex II.
Certificate of Completion of Commissioning of the PB40ES PowerBuoy and mooring system		Means the certificate issued by the Contractor’s Representative which accredits that the Commissioning Period of the PB40ES PowerBuoy and mooring system is finalized and the PB40ES PowerBuoy and mooring system is ready for Provisional Acceptance pursuant to Clause 9 of this Agreement.
Certificate of Completion of Commissioning of the Subsea cable and Underwater Substation ‘pod’		Means the certificate issued by the Contractor’s Representative which accredits that the Commissioning Period of the Subsea cable and Underwater Substation ‘pod’ is finalized and the Subsea cable and Underwater Substation ‘Pod’ is ready for Provisional Acceptance pursuant ot Clause 9 of this Agreement.
Certificate of Completion of Installation of the PB40ES		Means the certificate issued by the Contractor’s Representative which accredits that the PB40ES PowerBuoy

PowerBuoy and mooring system		and mooring system is ready for commissioning.
Certificate of Completion of Installation of Subsea cable and Underwater		Means the certificate issued by the Contractor’s Representative which accredits that the Subsea cable and Underwater Substation ‘Pod’ is ready for commissioning.
Substation ‘Pod’ Client’s Representative		Means the representative of the Client as designated in Clause 26 of this Agreement.
Commissioning Period of the PB40ES PowerBuoy and mooring system		Period commencing upon issue of the Certificate of Completion of Installation of the PB40ES PowerBuoy and mooring system and finishes at the signature of the Provisional Acceptance Certificate of the PB40ES PowerBuoy and mooring system.
Commissioning Period of the Subsea cable and Underwater Substation ‘Pod’		Period commencing upon issue of the Certificate of Completion of Installation of the Subsea cable and Underwater Substation ‘Pod’ and finishes at the signature of the Provisional Acceptance Certificate of the Subsea cable and Underwater Substation ‘Pod’.
Commissioning Protocol of the PB40ES PowerBuoy and mooring system		The preliminary Commissioning Protocol for the PB40ES PowerBuoy and mooring system is attached to the Agreement as Annex X. The final Commissioning Protocol for the PB40ES PowerBuoy and mooring system shall be delivered by the CONTRACTOR to the CLIENT at least one month prior to the Scheduled date for commencement of the commissioning of the PB40ES PowerBuoy and mooring system.
Commissioning Protocol of the Subsea cable and Underwater Substation ‘Pod’		The Preliminary Commissioning Protocol for the Subsea cable and Underwater Substation ‘Pod’ connected to the PB40ES PowerBuoy is attached to the Agreement as Annex X. The final commissioning Protocol for the Subsea cable and Underwater Substation ‘Pod’ shall be delivered by the CONTRACTOR to the CLIENT at least one month prior to the scheduled date for commencement of the commissioning of the Subsea cable and Underwater Substation ‘Pod’.
Contractor’s Representative		Means the person appointed by the CONTRACTOR in this Agreement under Clause 27.1, who acts on behalf of the CONTRACTOR.
Day		Means a calendar day.
Definitive Acceptance Certificate of the PB40ES PowerBuoy and mooring system		Document to the signed by the Client and the Contractor after conclusion of Testing Period of the PB40ES PowerBuoy and mooring system in accordance with Clause 10. A draft of this document is included in Annex VII.

Definitive Acceptance Certificate of the Subsea cable and Underwater Substation ‘Pod’		Document to be signed by the Client and the contractor after conclusion of Testing Period of the Subsea cable and Underwater Substation ‘Pod’ in accordance with Clause 10. A draft of this document is included in Annex VII.
Equipment		Means the equipment and/or materials supplied by the CONTRACTOR and falling within the scope of this Agreement, as defined in Clause 3 and the related Annexes.
EURIBOR		Means the interest rate applicable among the banks published in Brussels for the three months deposits in Euros as it is defined daily in the Telerate screen, page 248, 11:00 morning time (central Europe time), the second banking day previous to the beginning of every period in which the Automatic Paying System is operative in Trans European Real Time TARGET. This rate shall be increased, as the case may be, with any cost, surcharges, taxes, etc, as duly supported by documents, which are referred to in the EURIBOR definition.
Final Commissioning Protocol of the PB40ES PowerBuoy and mooring system		Means the Commissioning Protocol delivered by the CONTRACTOR to the CLIENT at least one month prior to the scheduled date for commencement of the commissioning of the PB40ES PowerBuoy and Mooring system.
Final Commissioning Protocol of the Subsea cable and Underwater Substation ‘Pod’		Means the Commissioning Protocol delivered by the CONTRACTOR to the CLIENT at least one month prior to the scheduled date for commencement of the commissioning of the Subsea cable and Underwater Substation ‘Pod’.
Force Majenre		Means any event or fact as described in Clause 24 of this Agreement.
IBERENOVA		Means Iberdrola Energias Renovables II S.A., Sociedad Unipersonal, a company incorporated and validly existent under the laws of Spain: registered with the Madrid Commercial Registry, of Section 8, page 285710, Tax Identification Number (C.I.F.) A-83028035, with registered office at Madrid, Calle Tomas Redando, number 1.
IDAE		Means Instituto para la Diversificacion Y Ahorro de la Energia, S.A., public entity ascribed to the Ministry of Industry, Tourism and Commerce through the General Secretary of Energy, with domicile in Madrid, at Calle Madera number 8 and CIF number Q 2820009 E.
Independent Expert		Means the qualified specialist appointed by the School of Industrial Engineers of Madrid or the Institute of Mechanical Engineers or Electrical Engineers in London,

		U.K. upon request by either Party.
Insurance Schedule		Means the required policies that the CONTRACTOR must take out and maintain under this Agreement.
Intellectual and Industrial Property		Means all (i) trademarks, trade names, Internet domain names, logos, symbols, all applications and registrations for the foregoing and all goodwill associated therewith and symbolized thereby; (ii) patents, utility models, registrations, invention disclosures and applications therefore, including divisions, continuations, continuations-in-part and including renewals, extensions and reissues and all inventions and discoveries whether patentable or not; (iii) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), Copyrights therein and thereto, and registrations and applications therefore, and all renewals, extensions, restorations and reversion thereof; and (iv) other industrial and intellectual property or proprietary rights; concerning the Plant and the PowerBuoy TM system.
Know How		Means all the information, trade secrets, documents, technical data, technical knowledge, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, quality control systems, quality standards and specifications developed or acquired by the CONTRACTOR, presently or in the future, concerning the Plant and the PowerBuoy TM system, or its design, constructions, commissioning, use, exploitation and assembling.
Major Defects		Means such defects that could affect the production and/or transmission of energy by the PB40ES PowerBuoy and mooring system or Subsea cable and Underwater Substation ‘Pod’ and/or the safety of the PB40ES PowerBuoy and mooring system and/or the Subsea cable and Underwater Substation ‘Pod’ and/or of the people working therein.
Milestone		Means the relevant stages of progress of the Works as described under the Schedule of Milestones and Calendar.
Minor Defects		Means such material defects that are not Major Defects.
Notice of Approval		Means the document issued by the Client under Clause 19.2 (i) of this Agreement.
Notice of Completion		Means the communication sent by the Contractor to the

		Client under clause 19.2 (i) which accredits the completion of a Milestone.
Notice of Pending Works		Means the document issued by the Client under Clause 19.2 (ii) of this Agreement.
OPT		Means Ocean Power Technologies, Inc., a company incorporated and validly existent under the laws of New Jersey, USA; with registered office at 1590 Reed Road, Pennington, NJ, USA.
Order for Change		Means the document signed by both the Client and the Contractor for a given modification of the Works under clauses 11.1 or 11.2 of this Agreement.
Parties		Means the Client and the Contractor jointly.
Party		Means the Client or the Contractor, as the context may require.
PB40ES PowerBuoy and mooring system		Means the PowerBuoy ® 1 x 40kW PB40ES, its mooring system, and all other ancillary equipment and services required to provide a complete installation of the PowerBuoy 1 x 40kW PB40ES. As described in Annex 1.
Phase 1		Means Phase 1 of the Santona Wave Energy Project as defined in Recital 1 of this Agreement in which the parties to the Project have studied and decided about the viability of the Project at the Site.
Phase 2A		Means Phase 2A of the Santona Wave Energy Project as defined in Recital IV of this Agreement, consisting of the design, manufacture, factory tests, dispatch and unloading, ex works delivery, assembly and commissioning of the PowerBuoy TM 1 x 40kW PB40ES, its mooring system, the underwater substation and submarine cable both with capacity for energy evacuation of this PowerBuoy TM and other nine (9) 150kW PB150 PowerBuoys TM and all other ancillary equipment and services required to provide a complete installation of the PowerBuoy TM 1 x 40kW PB40ES. All as described in Annex 1.
Phase 2B		Means Phase 2B of the Santona Wave Energy Project consisting of the design, manufacture, factory tests, dispatch and unloading, ex-works delivery, assembly and commissioning of the nine PoweBuoys TM 9 x 150kW PB150, their mooring systems, submarine cables and all other ancillary equipment and services required to provide a complete installation of the PowerBuoys TM .

PowerBuoy TM		Means the Technology owned by the Contractor.
Preliminary Commissioning Protocol		Means the Commission Protocol attached to the Agreement as Annex X.
Provisional Acceptance Certificate or PAC of the PB40ES PowerBuoy and mooring system		Document to be signed by the Client and the Contractor to put on record the satisfactory completion of the Commissioning Protocol of the PB40ES PowerBuoy and mooring system, including all Minor Defects that the Contractor must remedy prior to the signature of DAC of the PB40ES PowerBuoy and mooring system. A draft of this Document is included in Annex VI.
Provisional Acceptance Certificate or PAC of the Subsea cable and Underwater Substation ‘Pod’		Document to be signed by the Client and the Contractor to put on record the satisfactory completion of the Commissioning Protocol of the Subsea cable and Underwater Substation ‘Pod’, including all Minor Defects that the Contractor must remedy prior to signature of DAC of the Subsea cable and Underwater Substation ‘Pod’. A draft of this Document is included in Annex VI.
Santoňa Wave Energy Agreement		Means the agreement signed on July 2, 2004 by OPT, IBERENOVA, SODERCAN, and IDAE, and modified on June 17, 2005 to included TOTAL as a party.
Santoňa Wave Energy Project or SWEP		Means the pilot project consisting of a power plant harnessing wave energy with an initial installed capacity of 1.39 MW on the north coast of Spain based on the Technology.
Schedule of Milestones		Means the schedule describing the progress of the Works and the timeline for payment of the Agreed Price contained in Annex V.
Site		Means the place where the PB40ES PowerBuoy and mooring system and the Subsea cable and Underwater Substation ‘Pod’ will be installed located at the coast opposite the “Punta del Pescador” Lighthouse in Santoňa; in the Cantabrian region in Spain as specified in Annex XIII.
SODERCAN		Means Sociedad para el Desarrallo Regional de Cantabria, S.A., a company incorporated and validly existent under the laws of Spain by virtue of its incorporation deed granted on December 15, 1984 before the Notary of Santander, Mr. Jose Antonia Olascoega, with number 1271 of his public protocol; registered with the Cantabria Commercial Registry, at Volume 296, Book 101, Sheet 60 and Page S-1751; Tax Identification Number (C.I.F.) A-3904457, with

		registered office at Santander, Avenida de Los Infantes 32, “Quinta Labal”.
SPV		Means the public limited company created by IBERENOVA, IDAE, OPT, SODERCAN and TOTAL for the construction and operation of the Santona Wave Project as agreed under the Santona Wave Energy Agreement.
Subcontractors		All firms or individuals contracted by the CONTRACTOR to do part of the Works contemplated in this Agreement.
Subsea cable and Underwater Substation ‘Pod’		Means the underwater substation and submarine cable, as described in Annex I, with capacity for energy evacuation of the PB40ES PowerBuoy and other nine (9) 150kW PB150 PowerBuoys.
Taxes		Means any taxes, rates, special levies (“contribuciones especiales”), charges (“exacciones parafiscales”) or any other encumbrance of tax nature, required by any administrative authority, including surcharges, interests and penalties.
Technical Documentation		Means the documents, workshop plans, calculations and sketches listed in Annex IX of this Agreement.
Technology		Means the technology for electricity generation harnessing the energy produced by the waves called PowerBuoy TM system owned by the CONTRACTOR. In particular, it means all the Know How and Intellectual and Industrial Property related to the PowerBuoy TM system, including the moorings and the underwater substation.
Testing Period of the PB40ES PowerBuoy and mooring system		Means six months including three months between October and March (inclusive); plus any extensions made hereunder. Period commencing upon signature of the Provisional Acceptance of the PB40ES PowerBuoy and mooring system and finishing at the signature of the Definitive Acceptance Certificate of the PB40ES PowerBuoy and mooring system.
Testing Period of the Subsea cable and Underwater Substation ‘Pod’		Means six months commencing upon signature of the Provisional Acceptance Certificate of the Subsea cable and Underwater Substation ‘Pod’ and finishing at the signature of the Definitive Acceptance Certificate of the Subsea cable and Underwater Substation ‘Pod’.

Time for Completion		Means the period of time for the Contractors completing the assembly, installation and commissioning of the PB40ES PowerBuoy and mooring system and Subsea cable and Underwater Substation ‘Pod’ according to this Agreement.
TOTAL		Means Total Eolica S.A., a company incorporated and validly existent under the laws of Spain registered with the La Coruna Commercial Registry, at Section S, Page 25547; Tax Identification Number (C.I.F) A-15745706, with registered office at Avenida Fernando de Casas Novoa, number 37, planta B,3°A,.
Works		Means all actions work and services for the supply, construction and commissioning of the PB40ES PowerBuoy and mooring system and the Subsea cable and Underwater Substation ‘Pod’ described in Clause 3 of this Agreement.

1.2

Other terms may be defined in other clauses of this Agreement.”

CLAUSE 2
CHANGES TO DEFINITION OF PLANT.

The Parties agree that, unless otherwise agreed under this Addendum, each and every reference to “Plant” throughout the EPC Agreement is replaced by — “PB40ES PowerBuoy and mooring system and/or the Subsea cable and Underwater Substation ‘Pod’” – both as defined in Clause 1 of the EPC Agreement as amended by this Addendum.

CLAUSE 3
CHANGES TO CLAUSE 3.1 OF THE EPC AGREEMENT.

The Parties agree to change Clause 3.1 of the EPC Agreement that will read as follows:

“3.7

The CONTRACTOR shall perform the Works and shall deliver the Equipment according to the Technical Documentation according to Annex IX.”

CLAUSE 4
CHANGES TO CLAUSE 4 OF THE EPC AGREEMENT

The Parties agree that Clause 4.2 of the EPC Agreement shall be amended as follows:

“4.2

Upon signing the Provisional Acceptance Certificate of the PB40ES PowerBuoy and mooring

		system, the CONTRACTOR shall hand over the “as built” documents of the Equipment included in the PB40ES PowerBuoy and mooring system in accordance with Annex IX, and any other documentation as may be agreed between the Parties, all the documents generated during commissioning of the PB40ES PowerBuoy and mooring system, including any modifications based on reasonable written comments made by the CLIENT and agreed by the CONTRACTOR on the Provisional Acceptance of the PB40ES PowerBuoy and mooring system.
		Upon signing the Provisional Acceptance Certificate of the Subsea cable and Underwater Substation ‘Pod’, the CONTRACTOR shall hand over the “as built” documents of the Subsea cable and Underwater Substation ‘Pod’ in accordance with Annex IX, and any other documentation as may be agreed between the Parties, all the documents generated during commissioning of the Subsea cable and Underwater Substation ‘Pod’, including any modifications based on reasonable written comments made by the CLIENT and agreed by the CONTRACTOR on the Provisional of the Subsea cable and Underwater Substation ‘Pod’.”

CLAUSE 5
CHANGES TO CLAUSE 6.6 OF THE EPC AGREEMENT

The Parties agree to change Clause 6.6 of the EPC Agreement that will read as follows:

“6.6

If any fault or defect is discovered during testing and/or inspection as contemplated in Clause 6.4, the CONTRACTOR shall be responsible for correcting the fault or defect prior to the relevant PAC.”

CLAUSE 6
CHANGES TO CLAUSE 7 OF THE EPC AGREEMENT

The Parties agree to change Clauses 7.2, 7.4 and 7.5 of the EPC Agreement that will read as follows:

“(...)

7.2

The PB40ES PowerBuoy and mooring system and the Subsea cable and Underwater Substation ‘Pod’ shall be installed at the Site once the CLIENT has given its written confirmation that the required permits and consents for installation have been obtained.

(...)
7.4		Inspections by the CLIENT shall not release the CONTRACTOR from any of its obligations and liabilities hereunder nor shall they imply acceptance of the PB40ES PowerBuoy and mooring system, or the Subsea cable and Underwater Substation ‘Pod’.

(...)

7.5		As soon as the CONTRACTOR considers the assembly and installation of the PB40ES PowerBuoy and mooring system is complete, according to the terms of this Agreement, it shall issue a Certificate of Completion of Installation of the PB40ES PowerBuoy and mooring system indicating that the PB40ES PowerBuoy and mooring system is ready for Commissioning.
		As soon as the CONTRACTOR considers the assembly and installation of the Subsea cable and Underwater Substation ‘Pod’ connected to the PB40ES PowerBuoy is complete, according to the terms of this Agreement, it shall issue a Certificate of Completion of Installation of the Subsea cable and Underwater Substation ‘Pod’ indicating that the Subsea cable and Underwater Substation ‘Pod’ is ready for Commissioning.”

CLAUSE 7

CHANGES TO CLAUSE 8 OF THE EPC AGREEMENT

The Parties agree to change Clause 8 of the EPC Agreement that will read