Common use of Introductory Clause in Contracts

Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc., a Wisconsin corporation This Supplemental Remarketing Agreement (this “CompanyAgreement”) proposes to issue and sell shares of its common stocksupplements the Remarketing Agreement, no par value per share dated ________________ (the “SecuritiesRemarketing Agreement”) ), between the parties hereto, and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andterms of this Agreement, taken together with the Covered Selling Shareholdersterms of the Remarketing Agreement, constitute the entire agreement between the parties with respect to the Remarketing of $__________ aggregate principal amount of NextEra Energy Capital Holdings, Inc.’s (“Selling ShareholdersNEE Capital”) propose severally to sell to the several Underwriters listed on Schedule B hereto Series __ Debentures due ________________ (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesSubject Debentures”). The Company also proposes All such Subject Debentures have been tendered for Remarketing by the holders thereof who have elected to issue have their Separate Debentures remarketed during the Period for Early Remarketing or during the Final Three-Day Remarketing Period, or are Debentures underlying the Pledged Applicable Ownership Interests in Debentures of Holders of Corporate Units with respect to a Remarketing during the Period for Early Remarketing, or are Debentures underlying the Pledged Applicable Ownership Interests in Debentures of Holders of Corporate Units who have not given notice that they intend to effect a Cash Settlement of the Purchase Contracts that are a component of their Corporate Units in accordance with the Purchase Contract Agreement with respect to a Remarketing during the Final Three-Day Remarketing Period and sell have not early settled their Purchase Contracts, and such Subject Debentures have not been called for Mandatory Redemption or Special Event Redemption. Each of __________, __________ and __________ (the “Remarketing Agents”) hereby agrees, subject to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as terms and conditions set forth below. The Firm Securities and herein or incorporated herein, to use its commercially reasonable efforts to remarket the Optional Securities are herein collectively called Subject Debentures on the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as terms set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusSchedule I hereto.

Introductory. Orion Energy SystemsPeninsula Pharmaceuticals, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 5,750,000 shares ("FIRM SECURITIES") of its common stock, no par value $0.0001 per share (“Securities”) "SECURITIES"), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 862,500 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 287,500 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsSkinMedica, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of outstanding shares of Common Stock, $0.001 par value (the Securities (such “Common Stock”) of the Company. The aggregate of shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, customers and business partners and friends of the Company’s officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Rocket Fuel Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [ ] shares of the Securities Company’s common stock, par value $0.001 per share (such “Common Stock”). Such shares of Securities being hereinafter Common Stock are referred to hereinafter as the “Firm Securities”). The Company also proposes In addition, the stockholders listed in Schedule B hereto (the “Selling Stockholders”) agree severally with the Underwriters to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of Common Stock (together, the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [ ] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares[ ] shares of Common Stock, for sale to the Company’s directorsPrivate Equity Group of ▇.▇. ▇▇▇▇▇▇ Investment Management Inc., officers, employees and other parties associated with on behalf of an advised client account (the Company (collectively, “ParticipantsParticipant”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsNational CineMedia, Inc., a Wisconsin Delaware corporation (“Company”) ), proposes to issue and sell to the Underwriters (as defined below) [ ] shares (“Firm Securities”) of its common stock, no $0.01 par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows: For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to “subsidiaries” of the Company shall be deemed to include National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”).

Introductory. Orion Energy SystemsMelco PBL Entertainment (Macau) Limited, Inc., a Wisconsin corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and agrees with the shareholders listed several underwriters named in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters 37,500,000 American Depositary Shares (“ADSs”), each ADS representing three ordinary shares of the Securities Company at par value US$0.01 per share (such shares of Securities “Ordinary Shares”) (the ADSs being sold by the Company being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,625,000 additional shares American Depositary Shares (“Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of It is understood that, subject to the conditions hereinafter stated: (a) certain Offered Securities will be sold to the Underwriters in connection with the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC and sale of such Offered Securities in the United States and Canada (acting the “U.S. Offering”) and (b) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of such capacityOffered Securities outside the United States and Canada (the “International Offering” and together with the U.S. Offering, the “Designated UnderwriterOffering”) has agreed to reserve out persons other than United States and Canada persons in compliance with Regulation S of the Firm United States Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” Act of 1933 (the “Directed Share ProgramAct”). The Firm Offered Securities purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be sold by the Designated Underwriter issued pursuant to the Directed Share Program a Deposit Agreement dated December 22, 2006 (the “Directed SharesDeposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders from time to time of the ADRs. UBS AG, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. shall act as the representatives (the “Representatives”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by Underwriters. The Company hereby agrees with the Underwriters as set forth in the Prospectus.follows:

Introductory. Orion Energy SystemsSITE Centers Corp., Inc., a Wisconsin an Ohio corporation (the “Company”) ), proposes to issue and sell shares of its common stockshares, no par value $0.10 per share (the “Common Shares”), from time to time, in one or more offerings on terms to be determined at the time of sale. As used herein, “Securities” shall mean the Common Shares. As used herein, “you” and “your,” unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the “Terms Agreement”) providing for the sale of such Securities (the “Underwritten Securities”) to, and the shareholders listed purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the “Underwriters,” which term shall include you whether acting alone in Schedule A1 hereto the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 11 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the number of Underwritten Securities to be initially issued (the “Covered Selling ShareholdersInitial Underwritten Securities”) ), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 11 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the public offering price per Common Share, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities. In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities and the shareholders listed in Schedule A2 hereto number of Underwritten Securities subject to such option (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Option Securities”). The Company also proposes to issue As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and sell to the Underwriters, at the option all or any portion of the UnderwritersOption Securities agreed to be purchased by the Underwriters as provided herein, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth belowif any. The Firm Securities Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Optional Company. Each offering of Underwritten Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated through you or through an underwriting syndicate managed by you will be governed by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold supplemented by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectusapplicable Terms Agreement.

Introductory. Orion Energy SystemsFirst Solar, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [ ] shares of its common stockCommon Stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in on Schedule A1 A-2 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities, together with the [ ] shares of Securities to be issued and sold by the Company, being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsFerrellgas Partners, Inc.L.P., a Wisconsin Delaware limited partnership ("Ferrellgas Partners"), and Ferrellgas Partners Finance Corp., a Delaware corporation (“Company”) proposes "Ferrellgas Finance" and, together with Ferrellgas Partners, "Issuers"), propose to issue and sell shares from time to time certain of its their unsecured debt securities, common stockunits ("Common Stock"), no par value per share deferred participation units and warrants registered under the registration statement referred to in Section 2(a) (“"Registered Securities”"). The Registered Securities constituting debt securities will be issued under an indenture, dated as of the Closing Date (as defined below) ("Indenture"), among the Issuers and U.S. Bank, N.A., as trustee ("Trustee"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. Particular series or offerings of the shareholders listed Registered Securities will be sold pursuant to a Terms Agreement referred to in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed Section 3, for resale in Schedule A2 hereto (“Other Selling Shareholders” and, together accordance with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to terms of offering determined at the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate time of outstanding shares of the sale. The Registered Securities (involved in any such shares of Securities being offering are hereinafter referred to as the “Firm "Offered Securities”). ." The Company also proposes firm or firms which agree to issue purchase the Offered Securities are hereinafter referred to as the "Underwriters" of such securities, and sell to the Underwriters, at the option representative or representatives of the Underwriters, an aggregate if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of not more the Underwriters, the term "Representatives," as used in this Agreement (other than additional shares (“Optional Securities”in Sections 2(b) of its Securities as set forth below. The Firm Securities and 6 and the Optional Securities are herein collectively called the “Offered Securities”. As part second sentence of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”Section 3), as set forth in shall mean the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusUnderwriters.

Introductory. Orion Energy Systems, Inc.BKV Corporation, a Wisconsin Delaware corporation (the “Company”), agrees with Citigroup Global Markets Inc. (“Citigroup”) proposes and Barclays Capital Inc. as representatives (collectively, the “Representatives”) of the several underwriters named in Schedule A (the “Underwriters”) to this agreement (this “Agreement”), to issue and sell to the several Underwriters [ · ] shares of its common stock, no par value $0.01 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ · ] additional shares of its Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed .” The Company and Citigroup agree that up to reserve out 5% of the Firm Securities Shares to be purchased by it under this Agreement, up to shares, the Underwriters (the “Reserved Securities”) shall be reserved for sale by Citigroup to the Company’s directors, officers, employees and other parties associated with certain persons designated by the Company (collectively, the “ParticipantsInvitees”), as set forth in part of the Final Prospectus (as defined herein) under distribution of the heading “Underwriting” (Shares by the “Directed Share Program”)Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Firm Company has solely determined, without any direct or indirect participation by the Underwriters or Citigroup, the Invitees who will purchase Reserved Securities (including the amount to be purchased by such persons) sold by Citigroup. To the Designated Underwriter pursuant to extent that such Reserved Securities are not orally confirmed for purchase by Invitees by 11:59 PM. (New York City time) on the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to date of this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will Agreement, such Reserved Securities may be offered to the public by as part of the Underwriters as set forth in the Prospectuspublic offering contemplated hereby.

Introductory. Orion Energy SystemsNanosphere, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters 7,000,000 shares (“Firm Securities”) of its common stockCommon Stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 350,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve [•] shares of the Firm Securities (the “Brookside Securities”) for offer and sale to Brookside Capital Partners Fund, L.P. (“Brookside”) upon the terms and subject to the conditions set forth in this Agreement.

Introductory. Orion Energy SystemsSpinal Elements Holdings, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters [●] shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its common stock, par value $0.001 per share (“Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇. ▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by 11:59 P.M. (New York time) on the end of the business day date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsHealth Insurance Innovations, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto [—] shares (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its Class A common stock, par value $0.001 per share (the “Securities”). The Company , and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this underwriting agreement (this “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a holding company that directly owns a [—]% membership interest in Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (“HPI”). The Company and HPI are herein referred to as the “HII Parties”. The business currently operated by HPI was historically operated through Health Plan Intermediaries, LLC, a Florida limited liability company. In anticipation of the offering contemplated by this Agreement, on November 7, 2012, Health Plan Intermediaries, LLC assigned the operating assets of its business through a series of transactions to HPI, and HPI assumed the operating liabilities of Health Plan Intermediaries, LLC (the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock. The Company’s Class A common stock will be held by the investors in the offering contemplated by this Agreement and certain of the Company’s employees. The Company’s Class B common stock will be held by Health Plan Intermediaries, LLC and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company and subsidiary of Health Plan Intermediaries, LLC, which entities hold Series B membership interests in HPI. If any Optional Securities are issued and sold, the Company intends to use the net proceeds from the sale of such Optional Securities to purchase Series B membership interests in HPI from Health Plan Intermediaries, LLC (which Series B membership interests will immediately be recapitalized into Series A membership interests in HPI), together with a corresponding number of shares of Class B common stock, at a purchase price per interest equal to the initial public offering price per share of Class A common stock in this offering. The foregoing transactions (including the Assignment Transactions), as further described under “The Reorganization of Our Corporate Structure” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions”.

Introductory. Orion Energy Systems▇▇▇▇▇▇’▇, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell to the several Underwriters shares of its common stock, no par value $0.01 per share (the “Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (the “Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of the Securities being hereinafter referred to as the “Firm Securities”). Certain of the Firm Securities to be sold by certain of the Selling Stockholders will be acquired upon conversion of preferred stock of the Company into Securities prior to the First Closing Date. The Company Selling Stockholders also proposes agree to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇ & Partners LLC (acting in such capacityIII, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Dutch III-A, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Dutch III-B, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners III-C, L.P. are referred to herein as the “WS Selling Stockholders”. Stichting Pensioenfonds ABP and Stichting Pensioenfonds Zorg en Welzijn are referred to herein as the “AlpInvest Selling Stockholders”. Norwest Equity Partners VI, L.P. and Norwest Equity Partners VII, L.P. are referred to herein as the “Norwest Selling Stockholders”. As used herein, the term “Designated Underwriter”) has agreed Other Selling Stockholders” refers to reserve out of all Selling Stockholders other than the Firm Securities purchased by it under this AgreementWS Selling Stockholders, up to shares, for sale to the Company’s directors, officers, employees AlpInvest Selling Stockholders and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusNorwest Selling Stockholders.

Introductory. Orion Energy Systems, Inc.Tiziana Life Sciences plc, a Wisconsin corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Underwriting Agreement (the “Agreement”), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B 1 attached hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate [●] American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesADSs”). The Company also proposes to issue and sell to the Underwriters, at upon the terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the “Option ADSs”). The Company also proposes to issue and sell to the Representative (as defined below) and/or its its designees (A) warrants to purchase ADSs (the “Representative’s Warrant”), and (B) ADSs issuable upon exercise of the Representative’s Warrant. The Firm ADSs and, if and to the extent such option is exercised, the Option ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Option ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Option ADSs, deposit, on behalf of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated Ordinary Shares represented by this Agreementsuch ADSs with JPMorgan Chase Bank, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)N.A., as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” custodian (the “Directed Share ProgramCustodian”). The Firm Securities to be sold by ) for the Designated Underwriter pursuant Depositary, which shall deliver such ADSs to the Directed Share Program (Representative for the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end account of the business day on which this Agreement is executed will be offered several Underwriters for subsequent delivery to the public by other several Underwriters or the Underwriters investors, as set forth in the Prospectuscase may be.

Introductory. Orion Energy SystemsCredit Suisse AG, Inc., a Wisconsin corporation Cayman Islands Branch (the “CompanySelling Stockholder”) proposes agrees subject to issue the terms and sell shares of its common stockconditions stated herein, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of the Common Stock, par value $0.01 per share (the “Securities” or “Company Common Stock”). The Company also proposes to issue , of SunCoke Energy, Inc. (the “Company”), a Delaware corporation and sell a wholly-owned subsidiary of Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), to the several underwriters named in Schedule A hereto (the “Underwriters”) for which Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated are acting as representatives (the “Representatives”) in connection with the offering (the “Offering”) and sale of such Firm Securities, as set forth below. In addition, the Selling Stockholder agrees, at the option of the Underwriters, to sell to the Underwriters an aggregate of not more than additional shares Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively hereinafter called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus. Prior to the Offering, the Company and Sunoco will enter into certain agreements that will effect the separation of the Company’s business from Sunoco, provide a framework for the Company’s relationship with Sunoco after the separation and provide for the allocation between the Company and Sunoco of Sunoco’s assets, employees, liabilities and obligations (including its investments, property and employee benefits assets and liabilities) attributable to periods prior to, at and after the Company’s separation from Sunoco. The Separation and Distribution Agreement, the Registration Rights Agreement, the Transition Services Agreement, the Tax Sharing Agreement and the Guaranty, Keep Well and Indemnification Agreement and the Steam Agreement described in the General Disclosure Package under the caption “Arrangements between Sunoco and Our Company” that have been filed as exhibits to the Registration Statement, in each case between Sunoco and the Company, are referred to as the “Separation Agreements.” As used in this Agreement, unless the context otherwise requires, references to the transactions contemplated by the Separation Agreements whereby Sunoco will contribute the SunCoke business to the Company, which will occur prior to the completion of this Offering, are referred to as the “Separation Transactions.” On the date hereof, Sunoco has entered into an exchange agreement with the Selling Stockholder and, solely with respect to certain sections thereof, the Company (the “Exchange Agreement”), whereby Sunoco will transfer to the Selling Stockholder the Offered Securities in exchange for indebtedness of Sunoco (the “Debt Obligations”) held by the Selling Stockholder. The Separation Agreements and the Exchange Agreement are referred to in this Agreement collectively as the “Transaction Documents.”

Introductory. Orion Energy SystemsH&E Equipment Services, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) for whom Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as representatives (the “Representatives”) 10,937,500 shares (the “Firm Securities”) of its common stock, no par value $0.01 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than Underwriters 1,640,625 additional shares of its Securities to cover over-allotments, if any, as provided in Section 3 hereof (the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners UBS Securities LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 546,875 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters as follows:

Introductory. Orion Energy Systems, Inc.Tiziana Life Sciences plc, a Wisconsin corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Underwriting Agreement (the “Agreement”), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate [●] American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesADSs”). The Company also proposes to issue and sell to the Underwriters, at upon the option of terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesADSs”) of its Securities as set forth below). The Firm Securities ADSs and, if and to the extent such option is exercised, the Optional Securities ADSs are referred to herein collectively called as the “Offered Securities”.” Unless context otherwise requires, each reference to the Firm ADSs, the Optional ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC & Company (UK) Ltd. is acting as representative of the several Underwriters and in such capacity, capacity is hereinafter referred to as the “Designated UnderwriterRepresentative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) has agreed to reserve out be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm Securities purchased ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by it under this Agreementsuch ADSs with JPMorgan Chase Bank, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)N.A., as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” custodian (the “Directed Share ProgramCustodian”). The Firm Securities to be sold by ) for the Designated Underwriter pursuant Depositary, which shall deliver such ADSs to the Directed Share Program (Representative for the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end account of the business day on which this Agreement is executed will be offered several Underwriters for subsequent delivery to the public by other several Underwriters or the Underwriters investors, as set forth in the Prospectuscase may be.

Introductory. Orion Energy SystemsAnnie’s, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters [—] shares of its common stock, par value $[—] per share (“Securities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [—] outstanding shares of the Securities (such [—] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional outstanding shares of the Securities (collectively, “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. [Solera Partners, L.P. and SCI Partners, L.P.] are referred to herein as the “Solera Selling Stockholders”. As used herein, the term “Non-Solera Selling Stockholders” refers to all Selling Stockholders other than the Solera Selling Stockholders.

Introductory. Orion Energy SystemsSutro Biopharma, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [•] shares of its common stock, no $0.001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [•] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [•] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners and Company, LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [•] shares for sale to the Company’s officers, directors, employees, customers [and business partners] and friends and family members of the Company’s officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering priceOffering Price set forth in Schedule C hereto. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsHexion Specialty Chemicals, Inc., a Wisconsin New Jersey corporation (the “Company”) ), proposes to issue and sell [•] shares of its common stockCommon Stock, no par value $0.01 per share (the “Securities”) ), and Hexion LLC (the shareholders listed in Schedule A1 hereto (“Covered Selling ShareholdersStockholder”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally proposes to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such [•] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholder also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Company’s Securities, as set forth below (such [•] additional shares (being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, “Credit Suisse” or the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholder hereby agree with the several Underwriters named in Schedule A hereto (the “Underwriters”) as follows:

Introductory. Orion Energy SystemsTown Sports International Holdings, Inc., a Wisconsin Delaware corporation (“Company”) ), proposes to issue and sell to the Underwriters [ ] shares (the “Firm Primary Shares”) of its common stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [ ] outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Secondary Shares” and, together with the Firm Primary Shares, the “Firm Securities”). The Company Certain of the Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional outstanding shares of the Securities, as set forth below (such [ ] additional shares (being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” The Selling Stockholders that are also management of the Company are referred to herein as “Management Selling Stockholders.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [ ] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsThe shareholders of Vipshop Holdings Limited, Inc., a Wisconsin corporation an exempted company incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally agree, severally, subject to the terms and conditions stated herein, to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) ), an aggregate of outstanding shares 1,140,000 American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Securities (such shares Company, and, at the election of Securities being the Underwriters, up to an aggregate of 171,000 additional ADSs. The aggregate of 1,140,000 ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Firm Securities”). The Company also proposes to issue ,” and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than up to 171,000 additional shares (ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Optional Securities”) .” Schedule B attached hereto lists the number of its Firm Securities as set forth belowand maximum number of Optional Securities, if any, to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are herein hereinafter collectively called referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). As part The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of March 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. Concurrently with the issuance and offering contemplated of the Offered Securities, the Company is offering in an offering registered under the Act (as defined below) by this Agreement, Tmeans of a base prospectus as supplemented by a prospectus supplement US$400,000,000 aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (Asia) L.L.C. and Deutsche Bank Securities Inc. are acting in such capacity, as underwriters (collectively the “Designated UnderwriterNote Underwriters”) has agreed to reserve out in the concurrent offering of the Firm Securities purchased by it under this Agreement, Notes. The Company has granted the Notes Underwriters an option to purchase up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”)an additional US$60,000,000 aggregate principal amount of Notes. The Firm Securities to be sold by Company and the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) Note Underwriters will be sold by the Designated Underwriter pursuant entering into an underwriting agreement with respect to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectussuch concurrent offering.

Introductory. Orion Energy SystemsDiplomat Pharmacy, Inc., a Wisconsin Michigan corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [•] shares of its common stock, no par value per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (collectively, the “Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such [•] shares of Securities being hereinafter referred to as the “Firm Securities”), after giving effect to the conversion of shares of the Company’s Series A Preferred Stock, Class A Voting Common Stock and Class B Nonvoting Common Stock into Securities (collectively, the “Conversion”), in each case as described in the General Disclosure Package and Final Prospectus. The Company also proposes Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Securities (collectively, “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares[•] shares of the Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsEsperion Therapeutics, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LCC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [•] shares (the “Firm Securities”) of its common stock, no $0.001 par value per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Global Defense Technology & Systems, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the selling shareholders listed named in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell sell, pursuant to the terms of this Agreement, to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of outstanding [4,600,000] shares of common stock, $0.01 par value (the Securities (such “Common Stock”) of the Company. The aggregate of [4,600,000] shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”. Contego Systems, LLC, one of the Selling Shareholders (“Contego”). The Company , also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [690,000] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC (“Cowen”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Cowen (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [ ] shares for sale to Global Strategies Group Holding S.A.’s, the Company’s and the Company’s subsidiaries’ officers, directors, employees, customers [and business partners] and friends of the Company’s and its subsidiaries’ officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity, a division of Fordham Financial Management, Inc., (“ThinkEquity” or the “Placement Agent”) shall be engaged by LMP Automotive Holdings, Inc., a Wisconsin Delaware corporation (the “Company”) proposes ), to issue and sell shares of its common stock, no par value per share (“Securities”) and act as the shareholders listed exclusive Placement Agent in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together connection with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto private placement (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesOffering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Company also proposes to issue and sell to the Underwriters, at the option Offering will consist of the Underwriters, an aggregate of not more than additional up to 20,100 shares (the “Optional SecuritiesShares”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with Series A Convertible Preferred Stock (the Company (collectively, “ParticipantsPreferred Stock”), $.00001 per share, having the rights, preferences and privileges set forth in the Certificate of Designation (as defined below) and convertible in to shares of common stock, $.00001 par value per share (the “Common Stock”), of the Company; and 861,429 warrants (the “Warrants”), each Warrant entitling the holder to purchase one share of Common Stock (the “Warrant Shares”) at an exercise price, subject to adjustments, and exercise period, as set forth in the Final Prospectus (Warrant. The Shares, the Warrants and the Warrant Shares are collectively referred to as defined herein) under the heading “Underwriting” (the “Directed Share ProgramSecurities”). The Firm Securities to Investors shall receive one Warrant for every two Shares purchased and the Shares and the Warrants shall be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering priceimmediately separable and transferable upon issuance. Any Directed Shares not subscribed for by the end The terms of the business day on which this Agreement is executed will be offered to the public by the Underwriters as Warrants are set forth in the Prospectusform of Warrant included in the Offering Documents (as defined below) made available to prospective Investors. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the following instructions: JPMorgan Chase Bank, N.A., f/b/o LMP Automotive Holdings, Inc., Account No. 758060615, ABA No. ▇▇▇▇▇▇▇▇▇, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The terms of the Preferred Stock will be set forth in the Certificate of Designation (the “Certificate of Designation”) to be filed by the Company with the Secretary of State of the State of Delaware as an amendment to the Company’s Certificate of Incorporation. The Securities will be offered and sold to the Investors (as defined below) in the Offering pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”).

Introductory. Orion Energy SystemsBIND Therapeutics, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LCC (“Credit Suisse”) and ▇▇▇▇▇ and Company, LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [—] shares (the “Firm Securities”) of its common stock, no $0.0001 par value per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Kosmos Energy SystemsLtd., a Bermuda exempted company, agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom Citigroup Global Markets Inc., a Wisconsin corporation Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as Representatives (collectively, the “CompanyRepresentatives”) proposes to issue and sell shares of its to the several Underwriters [·] common stockshares, no par value $0.01 per share share, of the Company (as defined herein) (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company ) and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional outstanding common shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. On or prior to the Closing Date (as defined herein), pursuant to the terms of a plan of reorganization (the “Plan of Reorganization”), as approved by the Board of Directors of Kosmos Energy Ltd., a Bermuda exempted company (“Kosmos Energy Ltd.”) on [·], 2011, the Company will acquire all of the outstanding interests of Kosmos Energy Holdings, a Cayman Islands exempted company limited by guarantee (“Kosmos Energy Holdings”), in exchange for common shares of the Company, as described in the General Disclosure Package and the Final Prospectus (as defined herein) under the heading “Corporate Reorganization” (the “Corporate Reorganization”). As used in this Agreement, prior to the consummation of the Corporate Reorganization, references to the “Company” shall be deemed to be references to Kosmos Energy Holdings, and after the consummation of the Corporate Reorganization, references to the “Company” shall be deemed to be references to Kosmos Energy Ltd. unless the context otherwise requires.

Introductory. Orion Energy SystemsMetabasis Therapeutics, Inc., a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (“the "Underwriters”) ," or, each, an "Underwriter"), an aggregate of outstanding shares of Common Stock, $0.001 par value (the Securities (such "Common Stock") of the Company. The aggregate of shares of Securities being so proposed to be sold is hereinafter referred to as the “"Firm Securities”)Stock". The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (“the "Optional Securities”) of its Securities as set forth belowStock"). The Firm Securities Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". ▇▇ ▇▇▇▇▇ & Co., LLC ("▇▇ ▇▇▇▇▇"), Deutsche Bank Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Incorporated are herein collectively called acting as representatives of the “Offered Securities”. several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, 's customers and business partners and friends of the Company's officers, directors and employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsLaredo Petroleum, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the several Underwriters (collectively, the “Underwriters”) named in Schedule A attached to this underwriting agreement (this “Agreement”), at acting severally and not jointly, the option respective amounts set forth in such Schedule A of a $350,000,000 aggregate principal amount of the Underwriters, an aggregate of not more than additional shares Company’s 6¼% Senior Notes due 2023 (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered SecuritiesNotes”). As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ WLynch, Pierce, ▇▇▇▇▇▇ Partners LLC & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the Underwriters (acting the “Representative”) in such capacityconnection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Laredo Midstream”), and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and collectively with Laredo Midstream, the “Designated UnderwriterInitial Guarantors”), and (ii) has agreed to reserve out any subsidiary of the Firm Securities purchased by it under this Agreement, up to shares, for sale to Company formed or acquired after the Company’s directors, officers, employees and other parties associated Closing Date (as defined below) that executes a supplemental indenture in accordance with the Company terms of the Indenture, and their respective successors and assigns (collectively, the “ParticipantsGuarantors”), pursuant to their guarantees (the “Guarantees”). The Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Prospectus (as defined below) dated as of the date hereof. The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Original Indenture”), among the Company, as the issuer of the Notes, the Initial Guarantors, as the guarantors of the Notes, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as set forth in supplemented by the Final Prospectus (First Supplemental Indenture to be dated as defined herein) under of the heading “Underwriting” Closing Date (the “Directed Share ProgramFirst Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Debt Documents. The Firm Securities to be sold by Laredo Parties and the Designated Underwriter pursuant Underwriters, in accordance with the requirements of Rule 5121(a) (“Rule 5121(a)”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the Directed Share Program terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) as a “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of FINRA (“Rule 5121(f)(12)”) in connection with the offering and sale of the Securities. ▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end QIU.” Each of the business day on which this Agreement is executed will be offered to the public by Laredo Parties hereby confirms its agreement with the Underwriters as set forth in the Prospectus.follows:

Introductory. Orion Energy Systems, K12 Inc., a Wisconsin Delaware corporation (the “Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [•] shares of its common stock, no par value $0.0001 per share (“Securities”) and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree severally to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Company’s Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TM▇▇▇▇▇ WS▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. The Company and the Selling Stockholders hereby agree with the several underwriters as follows:

Introductory. Orion Energy SystemsVital Therapies, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC is acting as representative (the “Representative”), to issue and sell to the several Underwriters [—] shares (the “Firm Securities”) of its common stock, no par value $0.0001 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Compagnie Generale d'Industrie et de ------------ Participations, a Wisconsin corporation societe anonyme organized under the laws of the Republic of France (“Company”) proposes to issue "CGIP"), and sell shares Sofiservice, a societe anonyme organized under the laws of its common stock, no par value per share the Republic of France and a wholly owned subsidiary of CGIP (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” "Sofiservice" and, together with CGIP, the Covered "Selling ShareholdersStockholders"), “propose to sell to Lazard Freres & Co. LLC, CS First Boston Corporation and Salomon Brothers Inc (the "Underwriters") an aggregate of 3,000,000 shares (the "Firm Shares") of Convertible Preferred Stock, par value $41.8875 per share (the "Convertible Preferred Stock"), of Crown Cork & Seal Company, Inc. (the "Company"), each Selling Shareholders”Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. The Selling Stockholders also propose to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 450,000 shares of Convertible Preferred Stock (the "Additional Shares"), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. The Firm Shares and the Additional Shares are hereinafter sometimes collectively referred to as the "Shares". It is understood that the Company and the Selling Stockholders are concurrently entering into underwriting agreements dated the date hereof (the "U.S. Common Stock Underwriting Agreement" and the "International Common Stock Underwriting Agreement") in which the Selling Stockholders propose severally to sell to the several Underwriters listed on Schedule B hereto named therein (“the "U.S. Common Stock Underwriters”" and the "International Common Stock Underwriters") an aggregate of outstanding 9,250,000 shares (the "Common Firm Shares") of the Company's Common Stock, par value $5.00 per share (the "Common Stock"). In addition, CGIP has agreed to sell to the U.S. Common Stock Underwriters, upon the terms and conditions set forth in the U.S. Common Stock Underwriting Agreement, up to an additional 1,387,500 shares of Common Stock (the Securities (such shares of Securities being hereinafter referred to as "Common Additional Shares" and, collectively with the “Common Firm Securities”Shares, the "Common Shares"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it respective closings under this Agreement, up to shares, for sale to the Company’s directors, officers, employees U.S. Common Stock Underwriting Agreement and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”)International Common Stock Underwriting Agreement are not conditional on one another. The Firm Securities to be sold by Company and the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by Selling Stockholders hereby agree with the Underwriters as follows (it being understood and agreed that the obligations set forth herein are several in nature, unless expressly stated to the Prospectus.contrary):

Introductory. Orion Energy Systems, Inc.Merrion Pharmaceuticals plc, a Wisconsin corporation public limited liability company incorporated under the laws of the Ireland (together with any predecessor or successor, the “Company”) proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [•] ordinary shares, €0.01 par value per share of the Company (the “SecuritiesFirm Shares”). The Company proposes to deposit with the Depositary (as defined below) a portion of the Firm Shares and to cause the Depositary to issue to the Underwriters specified on Schedule A hereto American Depositary Shares (the “Firm ADSs”) and in respect thereof. The remainder of the shareholders listed Firm Shares shall be offered to investors in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andform of the Company’s ordinary shares, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding €0.01 par value per share. The ordinary shares of the Securities (such shares of Securities being Company are hereinafter referred to as called the “Firm Securities”). Ordinary Shares.” The Company also proposes to issue and sell to the Underwriters, at upon the option of terms and conditions set forth in Section 3 hereof, up to an additional [•] Ordinary Shares (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesShares”) of its Securities as set forth below). The Firm Securities Shares and the Optional Securities Shares are herein collectively called the “Offered SecuritiesShares”). At the direction of the Underwriters, the Company will deposit with the Depositary a portion of the Optional Shares and cause the Depositary to issue to the Underwriters specified on Schedule A hereto American Depositary Shares in respect thereof (the “Optional ADSs”). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the “ADSs”. As part of The ADSs and the offering contemplated by this AgreementOffered Shares are hereinafter collectively referred to as the “Stock”. Punk, T▇▇▇▇▇▇ W& Company, L.P. (“Punk ▇▇▇▇▇▇”) is acting as representative of the several Underwriters in the offering of Offered Shares and ADSs hereunder (the “Offering”) and in such capacity is hereinafter referred to as the “Representative.” The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of [•], 2007, among the Company, The Bank of New York, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive 1 Ordinary Share deposited pursuant to the Deposit Agreement. The Underwriters may elect to take delivery of all or a portion of the ADSs in the form of Shares. The Underwriters are simultaneously entering into an Agreement among Underwriters (the “Agreement Among Underwriters”), which provides, among other things, that Punk ▇▇▇▇▇▇ Partners LLC shall act as the representative (acting in such capacity, the “Designated UnderwriterRepresentative”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up Underwriters. Two forms of offering documents are to shares, for sale be used in connection with the Offering: (i) one a prospectus relating to the Company’s directorsADSs offered or sold through an offering registered in the United States (the “U.S. Prospectus”) and (ii) one an admission document relating to offering of Offered Shares (the “Irish Offering Document”, officers, employees which term includes any preliminary or pathfinder admission document and other parties associated any supplementary document reviewed and published by the Company in accordance with the Company IEX Rules) to be conducted in Ireland and the European Union and for the admission of the Ordinary Shares (collectively, including the Offered Shares) to trading on the Irish Enterprise Exchange Market operated by the Irish Stock Exchange Limited (“ParticipantsIEX”), as set forth in . The Irish Offering Document will be identical to the Final U.S. Prospectus and the Prospectus (as defined hereinbelow) under except for certain additional pages containing information to comply with the heading “Underwriting” Rules of IEX Companies as published by the Irish Stock Exchange Limited (the “Directed Share ProgramIEX Rules”). The Firm Securities , and copies of these prospectuses have been provided to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectusyou.

Introductory. Orion Energy Systems, K12 Inc., a Wisconsin Delaware corporation (the “Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [•] shares of its common stock, no par value $0.0001 per share (“Securities”) and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [•] shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree severally to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Company’s Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TM▇▇▇▇▇ WS▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. The Company and the Selling Stockholders hereby agree with the several underwriters as follows:

Introductory. Orion Energy SystemsGreenlane Holdings, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed selling stockholders named in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (the “Selling Stockholders”) propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of outstanding 6,900,000 shares of Class A Common Stock, $0.01 par value (the Securities (such “Class A Common Stock”) of the Company. The aggregate of 6,000,000 shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company Selling Stockholders listed in Schedule B hereto also proposes propose to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, an aggregate of not more than up to 900,000 additional shares of Class A Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. As part ▇▇▇▇▇ and Company, LLC (“Cowen”) and Canaccord Genuity LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter collectively referred to as the “Representatives.” On the date hereof, the Company is a holding company that currently holds no material assets and does not engage in any operations. The business of the Company is conducted through Greenlane Holdings, LLC, a Delaware limited liability company (“Greenlane Holdings, LLC”), and its subsidiaries. In connection with the offering contemplated by this underwriting agreement (this “Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity”), the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company Transactions” (collectively, “Participants”), as set forth such term is defined in the Final Prospectus Registration Statement (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share ProgramThe Transactions”). The Firm Securities to ) have been or will be sold by the Designated Underwriter effected, pursuant to which the Directed Share Program (the “Directed Shares”) Company will be sold by appointed as the Designated Underwriter pursuant to this Agreement at sole managing member of Greenlane Holdings, LLC. As the public offering price. Any Directed Shares not subscribed for by sole managing member of Greenlane Holdings, LLC, the end Company will operate and control all of the business day on which this Agreement and affairs of Greenlane Holdings, LLC and, through Greenlane Holdings, LLC and its subsidiaries, conduct its business. The Company and Greenlane Holdings, LLC are collectively referred to herein as the “Greenlane Parties,” and each of the Company and Greenlane Holdings, LLC is executed will be offered sometimes individually referred to the public by the Underwriters herein as set forth in the Prospectusa “Greenlane Party.”

Introductory. Orion Energy SystemsSungy Mobile Limited, Inc., a Wisconsin corporation an exempted company with limited liability incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) to issue and sell to the several Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of outstanding 7,000,000 American depositary shares (“ADSs”), each ADS representing six Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Securities Company (such shares of Securities 7,000,000 ADSs being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares ADSs (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [—], 2013, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of American depositary shares issued thereunder. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares490,000 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the Final Prospectus.

Introductory. Orion Energy SystemsThe Lightspan Partnership, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 7,500,000 shares ("FIRM SECURITIES") of its common stockCommon Stock, no par value $0.001 per share (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,125,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered "OFFERED Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 375,000 shares, for sale to the Company’s directors's employees, officers, employees directors and certain other parties persons associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "UNDERWRITING" (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, First Wind Holdings Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters [ ] shares of the Securities its Class A Common Stock, par value $0.001 per share, (“Securities”) (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company ) and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part Simultaneously with the consummation of the offering contemplated by this agreement and pursuant to an Agreement and Plan of Merger (“Merger Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreementbe dated on or about , up to shares2010 among First Wind Holdings, for sale to the Company’s directorsLLC, officers, employees and other parties associated with the Company a Delaware limited liability company (collectively, “ParticipantsWind LLC”), the Company and First Wind Merger, LLC, the net proceeds from this offering will be used by the Company to purchase Series A membership interests of Wind LLC. The Company will be the sole managing member of Wind LLC. Such transactions, as set forth described under “The Reorganization and Our Holding Company Structure” in the Final Prospectus General Disclosure Package (as defined herein) under the heading “Underwriting” (below), are referred to herein collectively as the “Directed Share ProgramReorganization Transactions.”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsKemPharm, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (“Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [ ] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and ), of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [ ] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [ ] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC and RBC Capital Markets, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners RBC Capital Markets, LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [ ] shares for sale to the Company’s officers, directors, officersemployees, employees investors and their affiliated entities, and other individuals associated with the Company and members of their respective families and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsAlder BioPharmaceuticals, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC and Leerink Partners LLC are acting as representatives (the “Representatives”) to issue and sell to the several Underwriters [ ] shares (“Firm Securities”) of its common stock, no par value $0.0001 per share (“Securities”) ), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [ ] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Cabela’s Incorporated, a Wisconsin Delaware corporation (the “Company”) ), subject to the terms and conditions contained herein, proposes to issue and sell [ ] shares of its common stockClass A Common Stock, no $0.01 par value per share (the “Securities”) and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) ), subject to the terms and conditions contained herein, propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes Certain of the Selling Stockholders also, subject to issue the terms and conditions contained herein, propose to sell severally to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional outstanding shares of the Securities, as set forth below (such [ ] additional shares (being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to certain of the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined hereinhereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree, severally and not jointly, with the several Underwriters named in Schedule B hereto (the “Underwriters”) as follows:

Introductory. Orion Energy SystemsAvantGo, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 5,500,000 shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 825,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ WLynch, Pierce, ▇▇▇▇▇▇ Partners LLC & ▇▇▇▇▇ Incorporated (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ___________ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsEdge Therapeutics, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Leerink Partners LLC and Credit Suisse Securities (USA) proposes LLC are acting as representatives to issue and sell to the several Underwriters [ ] shares (the “Firm Securities”) of its common stockCommon Stock, no par value $0.00033 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Triton Network Systems, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 5,500,000 shares ("FIRM SECURITIES") of its common stockCommon Stock, no $.001 par value per share (“Securities”) "SECURITIES"), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 825,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 325,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto (each an "UNDERWRITER" and collectively, "UNDERWRITERS") as follows:

Introductory. Orion Energy Systems(i) hhgregg, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) proposes to issue and sell to the several Underwriters 3,125,000 shares of its common stock, no par value $0.001 per share (“Securities”) and (ii) the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 6,250,000 outstanding shares of the Securities (such the shares of Securities under (i) and (ii) being collectively hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes severally agree to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 1,406,250 additional outstanding shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 468,750 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. For purposes of this Agreement:

Introductory. Orion Energy SystemsParsley Energy, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [—] shares of its Class A common stock, no par value per share stock (“Securities”) and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [—] outstanding shares of the Securities (such [—] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [—] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a Delaware corporation that was formed for the purpose of making the proposed issuance and sale of the Offered Securities (the “Offering”). Upon consummation of the Offering contemplated by this Agreement, the Company will (i) contribute the net proceeds of the Offering to Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), in exchange for units of membership interest in Parsley LLC (the “PE Units”) and (ii) become the sole managing member of Parsley LLC. It is understood and agreed to by all parties that concurrently with, or prior to, the closing of this Offering, Parsley LLC, will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions will occur: A. The members of Parsley LLC (the “Existing Owners”) will convert their existing membership interests in Parsley LLC into PE Units and the Limited Liability Company Agreement of Parsley LLC will be amended and restated (as amended and restated, the “Parsley First Amended and Restated LLC Agreement”) to, among other things, (i) modify Parsley LLC’s capital structure to consist solely of PE Units and (ii) provide certain of the Existing Owners and their permitted transferees the right, subject to the terms of the Parsley First Amended and Restated LLC Agreement, to exchange their PE Units (together with a corresponding number of shares of Class B Common Stock of the Company) for Securities (or, at Parsley LLC’s option, for a cash payment) on a one-for-one basis, subject to certain adjustments. B. In connection with the Reorganization Transactions, the certificate of incorporation of the Company will be amended and restated (as amended and restated, the “Company Restated Certificate of Incorporation”) and the bylaws of the Company will be amended and restated (as amended and restated, the “Company Restated Bylaws.” C. Pursuant to that certain Master Reorganization Agreement, dated as of [—], 2014 (the “Master Reorganization Agreement”), by and among the Company, Parley LLC and the Existing Owners, certain of the Existing Owners will contribute all or a portion of the PE Units received by them in the Reorganization Transactions to the Company in exchange for Securities. D. Pursuant to an Agreement and Plan of Merger, to be entered into on the Closing Date (the “Merger Agreement” and together with the Master Reorganization Agreement, the “Transaction Documents”), by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“PEEH”) and the Company, PEEH will merge with and into the Company (the “Merger”), with the Company continuing as the surviving entity, and the members of PEEH will receive Securities in exchange for their interests in PEEH in the Merger.

Introductory. Orion Energy Systems, Inc.ATAI Life Sciences B.V., a Wisconsin corporation Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (to change its legal form into a Dutch public company with limited liability (naamloze vennootschap) and its corporate name to ATAI Life Sciences N.V. prior to the completion of the public offering described below) (the “Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [●] common shares of its common stock(“Firm Securities”), no par nominal value €0.10 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional common shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Underwriting Agreement (this “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased or acquired by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. On the date hereof, the business of the Company is conducted through ATAI Life Sciences AG, a company incorporated under the laws of Germany (“▇▇▇▇ ▇▇”). Prior to the Closing Date (as hereinafter defined), the Company plans to consummate a corporate reorganization consisting of the transactions described under the caption “Corporate Reorganization” in the Registration Statement, the General Disclosure Package and the Final Prospectus (each as defined below) (the “Corporate Reorganization”).

Introductory. Orion Energy Systems, Inc.XACCT Technologies (1997) Ltd., a Wisconsin Israeli corporation (“Company”) "COMPANY"), proposes to issue and sell shares ("FIRM SECURITIES") of its common stockvoting ordinary shares, no par nominal value NIS 0.04 per share share, (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [750,000] additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, TU.S. Bancorp ▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners LLC Inc. (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [250,000] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, TiVo Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell shares ("FIRM SECURITIES") of its common stock, no par value per share stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsDynamic Offshore Resources, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule B hereto (“Underwriters”), for whom Citigroup Global Markets Inc. and Credit Suisse Securities (USA) proposes LLC are acting as Representatives (collectively, the “Representatives”), to issue and sell to the several Underwriters [·] shares of its common stock, no $0.01 par value per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [·] outstanding shares of the Securities (such [·]shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares outstanding Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC UBS Financial Services Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, up to 5% of the shares being offered in the IPO shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “UnderwritingUnderwriters” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. On or prior to the First Closing Date (as defined herein), as approved by the Board of Directors of the Company (the “Board”), Dynamic Offshore Holding, LP, a Delaware limited partnership (the “Partnership”), will be merged with and into Dynamic Offshore Resources, Inc. As a result, (i) the limited partner interests in the Partnership will be converted into common stock of the Company, (ii) the general partner interest in the Partnership will be cancelled and (iii) all of the common stock of the Company held by the Partnership prior to the First Closing Date will be cancelled (the transactions described in clauses (i) through (iii) collectively referred to herein as the “Reorganization”). As used in this Agreement, references to the “Company” with respect to periods prior to the consummation of the Reorganization shall be deemed to be references to the Partnership, unless the context otherwise requires.

Introductory. Orion Energy Systems, Inc.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Home Corporation, a Wisconsin Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding 23,810,000 shares of its Class A common stock, par value $[—] per share (the Securities (such “Securities”). Such 23,810,000 shares of Securities being are hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,571,000 additional shares of Securities (such additional shares of Securities, being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part Prior to, or contemporaneous with, the consummation of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC the Company will, through a series of transactions, indirectly acquire partnership interests in TMM Holdings Limited Partnership (acting “TMM Holdings”) with the net cash proceeds received in such capacitysaid offering and indirectly acquire control over the sole general partner of TMM Holdings. Immediately prior to the consummation of said offering, the “Designated Underwriter”) has agreed existing holders of limited partnership interests in TMM Holdings will indirectly contribute their limited partnership interests in TMM Holdings to reserve out TMM Holdings II Limited Partnership, a new limited partnership formed under the laws of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company Cayman Islands (collectively, “ParticipantsNew TMM Holdings”), as such that TMM Holdings and the general partner of TMM Holdings will become wholly owned subsidiaries of New TMM Holdings. In connection with these transactions, TPG TMM Holdings II, L.P. and OCM TMM Holdings II, L.P., which will be the entities through which the existing limited partners of TMM Holdings will indirectly continue to hold their equity investment in TMM Holdings, will receive shares of Class B common stock of the Company. The transactions set forth in this paragraph and described in further detail in the Final Prospectus General Disclosure Package (as defined herein) under the heading “Underwriting” (below), are referred to collectively as the “Directed Share ProgramReorganization”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsWoodside Homes, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters [·] shares of its Class A Common Stock, par value $0.01 per share (“Securities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree with the Underwriters to sell to the several Underwriters an aggregate of [·] outstanding shares of the Securities (such [·] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares of its Securities (such [·] shares of Securities being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. In connection with the consummation of the offering contemplated by this Agreement, all of the classes of the outstanding limited liability company interests in Woodside Homes Company, LLC, a Delaware limited liability company (“Woodside LLC”), will be reclassified and converted into a single new class of limited liability company interests (the “LLC Units”) and, upon consummation of this offering, the Company intends to use the net proceeds from the sale of the Offered Securities to purchase newly issued LLC Units and LLC Units from existing owners in Woodside LLC, as described in further detail in the General Disclosure Package. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [·] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, [·] shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Cerent Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell [_______________] shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [______________] additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [Credit Suisse First Boston Corporation] (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsVital Therapies, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Credit Suisse Securities (USA) proposes LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [—] shares (the “Firm Securities”) of its common stock, no par value $0.0001 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ WLynch, Pierce, ▇▇▇▇▇▇ Partners & ▇▇▇▇▇ Incorporated and Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated UnderwriterUnderwriters”) has have agreed to reserve out of the Firm Securities purchased by it them under this Agreement, up to shares[—] shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter Underwriters pursuant to this Agreement at the public offering price. Any Directed Shares not properly subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems▇▇▇▇▇▇▇ Dynamics, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the Underwriters 6,500,000 shares of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“UnderwritersSelling Stockholders”) agree severally with the Underwriters to sell to the Underwriters an aggregate of 3,500,000 outstanding shares of the Securities (such 10,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Certain of the Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional outstanding shares of the Securities (such additional shares (collectively, the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter” or “Credit Suisse”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 245,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Lante Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell . shares ("Firm Securities") of its common stockCommon Stock, no $.01 par value per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than . additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to . shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsNew Focus, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 5,000,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 650,000 additional shares and Timo▇▇▇ ▇▇▇ (“Optional Securities”▇▇e "Selling Stockholder") also proposes to sell to the Underwriters, at the option of its the Underwriters, an aggregate of not more than 100,000 outstanding shares of the Securities as set forth belowbelow (such 750,000 shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFB" or the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholder hereby agree with the several Underwriters named in Schedule A hereto ("Underwriters") as follows: 2

Introductory. Orion Energy SystemsGrand Canyon Education, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters shares of its common stockCommon Stock, no $0.01 par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees with the Underwriters to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsMagma Design Automation, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares ("Firm Securities") of its common stockCommon Stock, no par value $0.0001 per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters"), at the option of the Underwriters, an aggregate of not more than additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC ______________________________ (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters as follows:

Introductory. Orion Energy SystemsHercules Offshore, Inc.LLC, a Wisconsin Delaware limited liability company, which will convert into a Delaware corporation and change its name to Hercules Offshore, Inc. in the Conversion (“Company”as defined herein) prior to the First Closing Date (as defined herein), proposes to issue and sell shares of its common stock, no par value $0.01 per share (“Securities”) ). References in this agreement to the “Company” which relate to a period of time prior to the Conversion refer to Hercules Offshore, LLC and references to the shareholders “Company” which relate to a period of time after the Conversion refer to Hercules Offshore, Inc. The stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes propose to issue and sell to the UnderwritersUnderwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than additional outstanding shares of the Securities, as set forth below (such additional shares being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC CSFB (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. Prior to the First Closing Date, the Company will convert into a Delaware corporation and all of its membership interests will convert into a total of 23,922,850 shares of Securities as contemplated by the Prospectus (the “Conversion”). The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows:

Introductory. Orion Energy Systems▇▇▇▇▇▇ Offshore, LLC, a Delaware limited liability company, immediately following either its conversion into ▇▇▇▇▇▇ Offshore Inc., a Wisconsin corporation Delaware corporation, pursuant to Section 266 of the Delaware General Corporation Law, or its merger with and into a corporate subsidiary (“Company”an "Incorporation Event") proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, ▇▇▇▇▇▇ Offshore LLC together with ▇▇▇▇▇▇ Offshore Inc. to be collectively referred to herein as the Covered Selling Shareholders"Company"), “Selling Shareholders”) propose severally proposes to sell to the several Underwriters listed on underwriters named in Schedule B I hereto (“the "Underwriters”"), for whom you (the "Representatives") an aggregate of outstanding are acting as representatives, 8,000,000 shares of Common Stock, par value $.01 per share (the Securities "Common Stock") of the Company (such shares of Securities being hereinafter referred to as the “Firm "Underwritten Securities”"). The Company also proposes to issue and sell grant to the Underwriters, at the Underwriters an option of the Underwriters, an aggregate of not more than to purchase up to 1,200,000 additional shares of Common Stock (“Optional the "Option Securities”) of its Securities as set forth below. The Firm Securities and "; the Optional Securities are herein Option Securities, together with the Underwritten Securities, collectively being hereinafter called the “Offered "Securities”"). As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out up to 5% of the Firm Underwritten Securities purchased by it under this Agreement, up to shares, Agreement for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Underwritten Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters as follows:

Introductory. Orion Energy SystemsNovatel Wireless, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 7,000,000 shares ("FIRM SECURITIES") of its common stock, no par value $0.001 per share share, (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered "OFFERED Securities”". As part of the offering contemplated by this Agreement, TU.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC . (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsLoxo Oncology, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [ ] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [ ] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [ ] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ Wand Company, LLC (“Cowen”) and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Partners LLC (& Company, Incorporated are acting as representatives of the several Underwriters and in such capacity, capacity are hereinafter referred to as the “Designated UnderwriterRepresentatives.” The Company has entered into a Common Stock Purchase Agreement, dated as of the date hereof (the “Private Placement Agreement”) with an affiliate of New Enterprise Associates 14, L.P., a stockholder of the Company (“NEA”), pursuant to which NEA has agreed to reserve out purchase [ ] shares of Common Stock (the Firm Securities purchased by it under this Agreement, up to shares, for sale “Private Placement Stock”) at a price per share equal to the Company’s directors, officers, employees and other parties associated with initial public offering price to the Company (collectively, “Participants”), public as set forth disclosed in the Final General Disclosure Package (as defined below) and Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share ProgramIPO Price”) in a private placement transaction (the “Concurrent Private Placement”). The Firm Securities to be sold by In connection with the Designated Underwriter Concurrent Private Placement, the Underwriters will serve as placement agents pursuant to the Directed Share Program a Placement Agency Agreement (the “Directed SharesPlacement Agency Agreement”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end dated as of the business day date hereof between the Company and the placement agents listed on which this Agreement is executed will be offered Schedule A thereto (the “Placement Agents”). Pursuant to the public by Placement Agency Agreement, the Underwriters as set forth Company shall pay the Placement Agents an aggregate fee equal to 7% of the aggregate purchase price of the Private Placement Stock purchased in the ProspectusConcurrent Private Placement (the “Private Placement Discount”).

Introductory. Orion Energy SystemsAt Road, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell _______ shares ("Firm Securities") of its common stockCommon Stock, no par value $0.0001 per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ________ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC __________ (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to _______ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows: ---------- 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that: (a) A registration statement (No. 333-33282) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (i) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement ("initial registration statement") has been declared effective, either (i) an additional registration statement ("additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement

Introductory. Orion Energy SystemsRightNow Technologies, Inc.Inc, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 4,000,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, TCredit Suisse First Boston Corporation and ▇.▇. ▇▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC & Co. (acting in such capacity, the “"Designated Underwriter”Underwriters") has have agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter Underwriters pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter Underwriters pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsAuto▇▇▇▇▇▇.▇▇▇, Inc.▇▇c., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell shares ("FIRM SECURITIES") of its common stock, no par value per share Class A Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER" or "CFSBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems▇▇▇▇▇▇▇ Minerals, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) proposes LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A hereto (the “Underwriters”), to issue and sell to the Underwriters [ ● ] shares of its Class A common stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such [ ● ] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ● ] additional shares of its Securities (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners UBS Securities LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, [ ● ] shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by UBS Financial Services Inc., a selected dealer affiliated with the Designated Underwriter Underwriter, pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter UBS Financial Services Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a Delaware corporation that was formed in contemplation of the proposed issuance and sale of the Offered Securities (the “Offering”). It is understood and agreed to by all parties that immediately prior to the initial closing of the Offering, the Company will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below)): (a) ▇▇▇▇▇▇▇ Equity Holdings, LLC (“▇▇▇▇▇▇▇ Equity Holdings”) will distribute all of its equity interests in ▇▇▇▇▇▇▇ Minerals Holdings, LLC (“▇▇▇▇▇▇▇ LLC”), other than its interests in ▇▇▇▇▇▇▇ LLC attributable to certain unvested incentive units in ▇▇▇▇▇▇▇ Equity Holdings, to the Company, the Company’s management team and other investors and certain entities affiliated with Warburg Pincus LLC, Yorktown Partners LLC and Pine Brook Road Advisors, LP (collectively, the “Existing Owners”) (which will result in the ownership in ▇▇▇▇▇▇▇ LLC of the Company’s Existing Owners who hold unvested incentive units remaining consolidated in ▇▇▇▇▇▇▇ Equity Holdings); (b) all of the outstanding membership interests in ▇▇▇▇▇▇▇ LLC will be converted into a single class of common units in ▇▇▇▇▇▇▇ LLC (“▇▇▇▇▇▇▇ LLC Units”); (c) the Company will issue and sell the Offered Securities to the Underwriters; (d) each holder of ▇▇▇▇▇▇▇ LLC Units following the restructuring (a “▇▇▇▇▇▇▇ Unit Holder”) other than the Company and its Subsidiaries, will receive a number of shares of the Company’s Class B common stock equal to the number of ▇▇▇▇▇▇▇ LLC Units held by such ▇▇▇▇▇▇▇ Unit Holder following the Offering; and (e) the Company will contribute the net proceeds of the Offering to ▇▇▇▇▇▇▇ LLC in exchange for an additional number of ▇▇▇▇▇▇▇ LLC Units such that the Company holds a total number of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of the Company’s Class A common stock outstanding following the Offering.

Introductory. Orion Energy Systems, Chorum Technologies Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 8,000,000 shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,200,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 400,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsGreenwich Technology Partners, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsMistras Group, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters shares of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (such shares of Securities being hereinafter referred to as the “Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell __________ shares ("Firm Securities") of its common stock, no par value $.001 per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than __________ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Element K Corporation, a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 5,500,000 shares ("FIRM SECURITIES") of its Class A common stockStock, no $0.01 par value per share (“Securities”) "SECURITIES"), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 825,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. In the case of both the Firm Securities and the Optional Securities, the Company proposes to use the proceeds to make a capital contribution in the capital of Element K Holdings LLC, a Delaware limited liability company ("HOLDINGS"), which will, in turn, use the proceeds of such capital contribution to make a contribution to the capital of Element K LLC, a Delaware limited liability company (the "OPERATING COMPANY"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsPacer International, Inc., a Wisconsin Tennessee corporation (“"Company”) "), proposes to issue and sell [______] shares of its common stock, no par value per share stock (“"Securities”") to the several Underwriters named in Schedule B hereto ("Underwriters") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”Stockholders") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [______] outstanding shares of the Securities (such [______] shares of Securities being hereinafter referred to as the “"Firm Securities”)") to the Underwriters. The Company also proposes Selling Stockholders propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [______] additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such [______] additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity"CSFBC"), (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it the Underwriters under this Agreement, up to [______] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the Underwriters as follows:

Introductory. Orion Cloud Peak Energy Systems, Inc., a Wisconsin Delaware corporation (“"Company”"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters") proposes to issue and sell to the several Underwriters shares ("Firm Securities") of its common stock, no $0.01 par value per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, 's directors and employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to "subsidiaries" of the Company shall be deemed to include Cloud Peak Energy Resources LLC, a Delaware limited liability company ("CPE LLC").

Introductory. Orion Energy SystemsBridgepoint Education, Inc., a Wisconsin Delaware corporation (“"Company”") proposes agrees with the several Underwriters named in Schedule B hereto ("Underwriters") to issue and sell to the several Underwriters shares of its common stock, no par value $0.01 per share (“"Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Selling Shareholders”Stockholders") and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company Warburg Pincus Private Equity VIII, L.P. ("WP"), as a Selling Stockholder, also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (“"Optional Securities”") of its Securities the Company's Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsHandspring, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell ____ shares ("FIRM SECURITIES") of its common stockCommon Stock, no $0.001 par value per share (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ____ additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit-Suisse First-Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, Inc.Kenexa Corporation, a Wisconsin Pennsylvania corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of shares of its common stock, no $ par value per share (“Securities”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm Securities”). Stock.” The Company and the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) also proposes propose to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock.” ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”. ), ▇▇▇▇▇▇▇ & Co., LLC, and JMP Securities LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with residing within the Company United States (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsVitria Technology, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell [________] shares ("Firm Securities") of its common stockCommon Stock, no par value $0.001 per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [________] additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”. ." As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [____________________] (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [_________________] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsGreenfield Online, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell o shares ("Firm Securities") of its common stockits] Common Stock, no $.001 par value per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.] The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Black Hills Corporation, a Wisconsin South Dakota corporation (the “Company”), and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), in its capacity as agent for an affiliate of the Forward Purchaser (as defined below) proposes (the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), with respect to issue (a) the sale by the Forward Seller, and sell the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 4,000,000 shares of its common stock, no par value $1.00 per share (the “SecuritiesCommon Stock”), of the Company (the “Borrowed Underwritten Shares”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with (b) the Covered Selling Shareholdersgrant by the Forward Seller or the Company, “Selling Shareholders”) propose severally to sell as applicable, to the several Underwriters listed on Schedule B hereto (“Underwriters”, in each case acting severally and not jointly, of the option described in Section 3(b) an aggregate hereof to purchase all or any part of outstanding 600,000 additional shares of Common Stock of the Securities Company to cover over-allotments, if any (such shares the “Option Shares”). Any Option Shares sold to the Underwriters by the Forward Seller pursuant to Section 3(b) hereof upon exercise of Securities being hereinafter the option described in Section 3(b) hereof are herein referred to as the “Firm Securities”). The Company also proposes to issue Borrowed Option Shares,” and sell any Option Shares sold to the Underwriters, at Underwriters by the Company pursuant to Section 3(b) hereof upon exercise of such option of are herein referred to as the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. Company Option Shares.” The Firm Securities Borrowed Underwritten Shares and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus Top-Up Underwritten Shares (as defined hereinin Section 10(a) under the heading “Underwriting” (hereof) are herein referred to collectively as the “Directed Share ProgramUnderwritten Shares.” The Company Top-Up Underwritten Shares, the Company Option Shares and the Company Top-Up Option Shares (as defined in Section 10(a) hereof) are herein referred to collectively as the “Company Shares.” The Borrowed Underwritten Shares and the Borrowed Option Shares are herein referred to collectively as the “Borrowed Shares.” The Borrowed Shares and the Company Shares are herein referred to collectively as the “Shares”). The Firm Securities shares of Common Stock of the Company to be sold by the Designated Underwriter pursuant outstanding after giving effect to the Directed Share Program (offering and sale of the Shares are referred to herein as the “Directed SharesStock”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc.Fairway Group Holdings Corp., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell to the several Underwriters [·] shares of its Class A common stock, no par value per share stock (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [·] outstanding shares of the Securities (such [·] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares (“Optional Securities”) of its the Company’s Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsVCA Antech, Inc., a Wisconsin corporation Delaware corporation, formerly known as Veterinary Centers of America, Inc. (“"Company”) "), proposes to issue and sell 14,000,000 shares ("Firm Securities") of its common stock, no par value $.001 per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the UnderwritersUnderwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than 2,100,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, 725,000 shares for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Tanning Technology Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell to the Underwriters named in Schedule A hereto ("Underwriters") 4,000,000 shares ("Firm Securities") of its common stock, no par value $0.01 per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”" or "CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, 200,000 shares for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters as follows:

Introductory. Orion Energy SystemsIntegrated Defense Technologies, Inc., a Wisconsin Delaware corporation (“Company”"COMPANY") proposes to issue and sell o shares of its common stockCommon Stock, no par value per share $.01 (“Securities”"SECURITIES") and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”"SELLING STOCKHOLDERS") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of o outstanding shares of the Securities (such o shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional shares (“Optional Securities”) of its Securities Securities, and the Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional outstanding shares of the Company's Securities, as set forth belowbelow (such o additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFBC") (the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsSportsman’s Warehouse Holdings, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) proposes LLC (“Credit Suisse”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“▇▇▇▇▇▇▇ Sachs”) and the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Credit Suisse and ▇▇▇▇▇▇▇ ▇▇▇▇▇ are acting as representatives (in such capacity, the “Representatives”), to issue and sell to the several Underwriters [# of primary firm shares] shares of its common stock, no par value $0.01 per share (“Securities”) ), and each of SEP SWH Holdings, L.P. and New SEP SWH Holdings, L.P. (each, a “Selling Stockholder” and together, the shareholders listed in Schedule A1 hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andagrees, together severally with the Covered Selling ShareholdersUnderwriters, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate the number of outstanding shares of the Securities set forth opposite such Selling Stockholder’s name in Schedule B hereto (such shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than up to [# of primary shoe shares] additional shares of Securities, and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, up to the number of additional outstanding shares of Securities set forth opposite such Selling Stockholder’s name in Schedule B hereto (such additional shares, collectively, the “Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of Prior to the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacitydate hereof, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” effected a reincorporation (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed SharesReincorporation”) will from a Utah corporation to a Delaware corporation. For purposes hereof, the term “Company” shall be sold by the Designated Underwriter pursuant deemed to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end include all predecessors of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusSportsman’s Warehouse Holdings, Inc., a Delaware corporation, including, without limitation, Sportsman’s Warehouse Holdings, Inc., a Utah corporation.

Introductory. Orion Energy SystemsTalentPoint, Inc., a Wisconsin Pennsylvania corporation (“"Company”") proposes to issue and sell shares of its common stock, no $.01 par value per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Regal Entertainment Group, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell [18,000,000] shares ("Firm Securities") of its common stockClass A Common Stock, no par value $0.001 per share (“"Securities”") and the shareholders stockholders listed in on Schedule A1 A hereto (“Covered "Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”Stockholders") propose severally and not jointly to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [2,700,000] additional shares (“Optional Securities”) of its the Securities as set forth belowbelow (such [2,700,000] shares being hereinafter referred to as "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [900,000] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders, severally and not jointly, hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsPraxis Precision Medicines, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [●] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [●] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has Underwriters have agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [●] shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and friends of the Company’s and its subsidiaries’ officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement Underwriters at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc.ZEFER Corp., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 4,000,000 shares ("FIRM SECURITIES") of its common stock, no par value per share Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Deutsche Bank Securities Inc. (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsDiamondback Energy, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters 15,000,000 shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional shares of its Securities (such [—] aggregate shares of the Securities being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth belowin Section 3 of this Agreement. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Corvis Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 27,500,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,125,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has Underwriters have agreed to reserve out of the Firm Securities purchased by it the Underwriters under this Agreement, up to shares, Agreement 1,375,000 shares for sale to the Company’s 's directors, officers, employees and other parties associated with the Company through DB Alex. ▇▇▇▇▇ LLC (the "Designated Dealer") (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter Dealer pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter Dealer pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end before trading of the business day on which this Agreement is executed Offered Securities begins will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsAmbac Financial Group, Inc., a Wisconsin Delaware corporation (“Company”) proposes ), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom you are acting as representatives (“Representatives”), to issue and sell to the several Underwriters 171,111,112 shares (“Firm Securities”) of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 25,666,667 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Concurrently herewith, the Company also proposes to issue and sell, pursuant to a separate underwriting agreement (“Equity Unit Underwriting Agreement”) to be entered into by and among the Company and the underwriters named therein (“Equity Unit Underwriters”), 5,000,000 Equity Units of the Company (the “Equity Unit Offering”), and the Company also proposes to issue and sell to the Equity Unit Underwriters, at the option of the Equity Unit Underwriters, an aggregate of not more than 750,000 additional Equity Units to cover over-allotments in connection therewith. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated UnderwriterCiti”) has agreed to reserve out of the Firm Offered Securities purchased by it under set forth opposite its name on the Schedule II to this Agreement, up to sharesone percent (1%) of the shares of Offered Securities, for sale to the Company’s directors, officers, employees directors and other parties associated with the Company managing directors (collectively, “Participants”), as set forth in the General Disclosure Package and Final Prospectus (each as defined hereinbelow) under the heading “Underwriting” therein (the “Directed Share Program”). The Firm Offered Securities to be sold by the Designated Underwriter Citi pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter Citi pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by the end of any Participants by 7:30 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters Representatives as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Desert Peak Minerals Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Barclays Capital Inc. (“Barclays”), UBS Securities LLC and Credit Suisse Securities (USA) proposes LLC, as representatives (the “Representatives”), of the several underwriters named in Schedule A hereto (the “Underwriters”), to issue and sell to the Underwriters [•] shares of its Class A common stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such [•] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares of its Securities (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this agreement (this “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, 5% of the Class A common stock for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, a selected dealer affiliated with the Designated Underwriter Underwriter, pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company hereby confirms its engagement of UBS Securities LLC as, and UBS Securities LLC hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority Inc. (“FINRA”) with respect to the offering and sale of the Offered Securities. UBS Securities LLC, solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” The Company was formed in contemplation of the proposed issuance and sale of the Offered Securities (the “Offering”). It is understood and agreed to by all parties that immediately prior to the initial closing of the Offering, the Company will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below)): (a) Desert Peak LLC (“Opco”) and the indirect owners of the initial assets of the Company (the “Existing Owners”) will enter into a merger agreement pursuant to which Opco will acquire the Company’s initial assets and the Existing Owners will acquire Opco Units (as defined below) and be admitted as members of Opco; (b) the Company will issue and sell the Offered Securities to the Underwriters; (c) the Company will contribute all of the net proceeds of the Offering and shares of the Company’s Class B common stock, par value $0.001 per share (“Class B common stock”), to Opco in exchange for a number of common units in Opco (the “Opco Units”) equal to the number of shares of Class A common stock, par value $0.01 per share, outstanding following the Offering, and Opco will then distribute a number of shares of Class B common stock to the Existing Owners equal to the number of Opco Units held by them; and (d) Opco will use the net proceeds of the Offering to (i) repay outstanding borrowings under the Company’s revolving credit facility and (ii) fund future acquisitions of mineral and royalty interests.

Introductory. Orion Silicon Energy Systems, Inc.Corp., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell ____________ shares ("FIRM SECURITIES") of its common stock, no par value per share Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell sell1 to the Underwriters, at the option of the Underwriters, an aggregate of not more than ______________ additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [Insert name of underwriter] (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsThe Circuit City Credit Card Master Trust (the "Trust"), Inc.issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Wisconsin corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (“Company”the "Receivables") proposes generated from time to issue time in a portfolio of credit card accounts (the "Accounts"), collections thereon and sell shares of its common stockcertain related property (collectively, no par value per share (“Securities”the "Trust Property") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell conveyed to the several Underwriters listed on Schedule B hereto Trust by Tyler International Funding, Inc. (“Underwriters”) an aggregate of outstanding shares of "Tyler Funding" or the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”"Transferor"). The Company also proposes Certificates to issue and sell which this agreement applies will be issued pursuant to the UnderwritersAmended and Restated Master Pooling and Servicing Agreement, at dated as of December 31, 2001 (as amended, supplemented or otherwise modified from time to time, the option "Pooling and Servicing Agreement"), among the Transferor, First North American National Bank ("FNANB"), as transferor under the Prior Agreement (as defined in the Pooling and Servicing Agreement) and as servicer (the "Servicer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the applicable Supplement. Each offering of the Underwriters, Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an aggregate of not more than additional shares (“Optional Securities”) of its Securities as underwriting syndicate managed by you. Subject to the terms and conditions set forth below. The Firm Securities and herein, the Optional Securities are herein collectively called Underwriters may purchase from the “Offered Securities”. As Trust all or any part of the Certificates to which this Agreement applies. This Agreement shall not obligate the Underwriters (as defined below) to purchase any of the Certificates to which this Agreement applies, but shall govern any purchases of such Certificates on the applicable Delivery Date. Whenever the Transferor determines to make such an offering contemplated of Certificates to which this Agreement shall apply, it will enter into an agreement (the "Terms Agreement") providing for the sale of such Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the certificates for which a Terms Agreement is entered into will be governed by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in as supplemented by such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Terms Agreement, up to shares, for sale and this Agreement and such Terms Agreement shall inure to the Company’s directors, officers, employees benefit of and other parties associated with be binding upon the Company (collectively, “Participants”), as set forth Underwriters participating in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectussuch Certificates.

Introductory. Orion Energy Systems, Inc.Fidelity & Guaranty Life, a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [—] shares (“Firm Securities”) of its common stock, no par value $0.01 per share share, (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “UnderwritingUnderwriting (Conflicts of Interest)” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, 908 Devices Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [●] shares of its common stock, no $0.001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [●] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. C▇▇▇▇ and Company, LLC and SVB Leerink LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Cowen (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, 250,000 shares for sale to the Company’s directors, officers, employees employees, individual stockholders, business associates and other parties associated persons with the Company whom we have a relationship (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.