EXHIBIT 99.1
[LOGO OMITTED]
OCEAN POWER
CORPORATION
JMH/jch
September 6, 2002
Oases International Services Corporation
00000 Xxx Xxxxxx
Xxxxxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx
00000 Xxx Xxxxxx
Xxxxxx Xxxxxxx, XX 00000
This letter sets forth the respective agreements regarding the shareholders and
the board of directors (the "BOARD") of Oases International Services
Corporation, a California corporation ("OASES"). These agreements have been
reached in order to facilitate the acceptance and performance of the Marina
Coast Water District Phase I Contract by Ocean Power Corporation, a Delaware
corporation ("OCEAN POWER").
As soon as practicable after the execution of this agreement, Oases shall issue
one hundred (100) shares of its common stock to Ocean Power. These one hundred
(100) shares of common stock of Oases will, as of the date of their issuance, be
the only issued and outstanding shares of capital stock of Oases. Pursuant to
the consummation of the transactions contemplated herein, Oases shall become a
wholly-owned subsidiary of Ocean Power. Xxxxxxxx and Oases jointly and severally
represent and warrant that there are not outstanding any securities convertible
into capital stock of Oases nor any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, such capital stock or securities convertible into such
capital stock. In addition, Xxxxxxxx and Oases jointly and severally represent
and warrant that the capital stock of Oases is free and clear of all claims,
liens, restrictions, options, agreements and encumbrances whatsoever. Xxxxxxxx
and Oases jointly and severally represent to Ocean Power that, except as set
forth on SCHEDULE A attached hereto, Oases has no debt, obligation, commitment
or liability, absolute, fixed, contingent or otherwise, of any nature
whatsoever, whether due or to become due, including any unasserted claim,
whether incurred directly or by any predecessor thereto, and whether arising out
of any act, omission, transaction, circumstance, sale of goods or services,
state of facts or other condition.
In consideration of the foregoing, Ocean Power, as the sole shareholder of
Oases, hereby agrees to confirm the existing three (3) members of the Board and
to immediately appoint one (1) new Board member. Ocean Power hereby agrees for a
period of one hundred eighty (180) days from the date hereof (the "TERM") not to
remove any of the members of the Board except in the event of a proven breach of
fiduciary duty by such member(s) of the Board. In addition, Ocean Power and
Oases hereby agree to cause the bylaws of Oases to be amended to increase the
authorized number of members of the Board to four (4) and to provide that during
the Term all actions and resolutions of the Board shall require a unanimous vote
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of the members of the Board. Ocean Power hereby agrees to confirm the
appointment of Xxxxxxxx as the President of Oases. In addition, Ocean Power and
Oases hereby agree that during the Term the Board shall establish and maintain a
budget review process with respect to the proposed activities of Oases and such
budget review shall take place at least on a monthly basis during the Term.
This letter may be executed in any number of counterparts, all of which shall be
deemed an original, and all of which shall constitute one and the same
instrument. This letter shall be accepted, effective and binding, for all
purposes, when the parties shall have signed and transmitted to each other, by
telecopier or otherwise, copies of this letter. In the event of any litigation
arising hereunder, the prevailing party or parties shall be entitled to recover
its reasonable attorneys' fees and court costs from the other party or parties,
including the costs of bringing such litigation and collecting upon any
judgments. This letter shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns. The parties hereby acknowledge and agree that
an award of damages will not provide an adequate remedy in the event of a breach
of any provision of this agreement and the parties therefore agree and stipulate
that equitable relief in the form of injunctions or orders for specific
performance may be obtained to enforce the provisions of this agreement.
If the foregoing correctly sets forth the terms of our agreement, please sign
this letter on the line provided below, whereupon it will constitute a binding
agreement between us. The signatories hereby warrant their authority to bind
their principals to the provisions of this agreement.
Very truly yours,
OCEAN POWER CORPORATION
By: /s/ X. Xxxxxxx Xxxxxx
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Name: X. Xxxxxxx Xxxxxx
------------------------------
Title: Chief Financial Officer
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Agreed and accepted on September 19, 2002.
OASES INTERNATIONAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
--------------------------------
Its: President
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/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
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