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, 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 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 Systems, Inc., a Wisconsin corporation (“Company”) The Company proposes to issue and sell shares from time to time unsecured debt securities registered under the registration statement referred to in Section 3(a) ("Debt Securities"). The Debt Securities will be issued under an Indenture, dated as of its common stockSeptember 10, no par value per share 1999 (“Securities”"Original Indenture"), by and between the Company and Norwest Bank Minnesota, National Association, as trustee ("Trustee"), as supplemented and amended, including by a Securities Resolution (as defined in the Indenture) pertaining to the particular series of Debt Securities involved in the offering (the Original Indenture as so amended and supplemented, the "Indenture") and will have varying designations, interest rates and terms of payment of interest, maturities, redemption and sinking fund provisions, if any, and other terms, with all of such terms for any particular series of Debt Securities being determined at the shareholders listed time of sale and being as set forth in the Purchase Agreement and Securities Resolution relating to such series of Debt Securities. The Debt Securities referred to 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 A of the Securities (such shares of Securities being Purchase Agreement are hereinafter referred to as the “Firm "Purchased Debt Securities”)." The firm or firms, as the case may be, which agree to purchase the Purchased Debt Securities are hereinafter referred to as the "Purchasers" of such Purchased Debt Securities. The Company also proposes terms "you" and "your" refer to issue and sell to those Purchasers (or the Underwriters, at Purchaser) who sign the option Purchase Agreement either on behalf of themselves (or itself) only or on behalf of the Underwritersseveral Purchasers named in Schedule A thereto, an aggregate of not more than additional shares (“Optional Securities”) of its as the case may be. Purchased Debt Securities as set forth below. The Firm Securities and the Optional Securities to be purchased by Purchasers are herein collectively called the “Offered referred to as "Purchasers' Debt Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed ," and any Purchased Debt Securities to reserve out of the Firm Securities be purchased by it under this Agreement, up pursuant 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 Delayed Delivery Contracts (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities as hereinafter provided are herein referred 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"Contract Debt Securities."

Introductory. Orion Energy Systems, Inc.Koninklijke Ahold N.V. (Royal Ahold), a Wisconsin corporation public company with limited liability organized under the laws of The Netherlands, and with its corporate seat in Zaandam (“municipality Zaanstad), The Netherlands (the "Company”) "), proposes to issue and sell shares of its from time to time common stockshares, no par value NLG 0.50 per share share, of the Company (“Securities”) the "Common Shares"). Particular issuances of Common Shares will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex A attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the shareholders listed in Schedule A1 hereto firm or firms specified therein (“Covered Selling Shareholders”the "Underwriters") and will agree to purchase, severally, the shareholders listed in Schedule A2 hereto number of Common Shares specified therein (“Other Selling Shareholders” andthe "Firm Shares"). In such Terms Agreement, together with the Covered Selling ShareholdersCompany also may grant to such Underwriters, “Selling Shareholders”) propose severally to sell subject to the several Underwriters listed on Schedule B hereto (“Underwriters”) terms and conditions set forth therein, an aggregate of outstanding shares of option to purchase additional Common Shares in an amount not to exceed the Securities amount specified in such Terms Agreement (such shares of Securities being additional Common Shares are hereinafter referred to as the “Firm Securities”"Option Shares"). The Company also proposes Firm Shares and the Option Shares are hereinafter collectively referred to issue as the "Offered Shares." The Firm Shares and sell the Option Shares are registered pursuant to the Underwritersregistration statement referred to in Section 2(a). Pursuant to the Terms Agreement referred to in Section 3, at the option Underwriters may have the right to elect to take delivery of the Offered Shares in the form of Common Shares or in the form of American Depositary Shares (the "ADSs"). The ADSs are to be issued pursuant to an amended and restated deposit agreement specified in the Terms Agreement (the "Deposit Agreement"), among the Company, the depositary specified in the Terms Agreement (the "Depositary"), and the registered 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 one Common Share deposited pursuant to the Deposit Agreement. Except as the context may otherwise require, references hereinafter to Common Shares or Offered Shares shall include all of the Common Shares or Offered Shares, as the case may be, whether in the form of Common Shares or ADSs. The representative or representatives of the Underwriters, an aggregate of 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 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 specify any representative of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacityUnderwriters, 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”)term "Representatives", as set forth used in this Agreement (other than in the Final Prospectus (as defined hereinsecond sentence of Section 3) under shall mean 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 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 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 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 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.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 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 SystemsIPC The Hospitalist Company, 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 1,135,231 shares of its common stock, no par value $0.001 per share (“Securities”) and each of the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling ShareholdersStockholders”) agrees, severally and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andnot jointly, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on the number of shares set forth opposite the name of such Selling Stockholder in Schedule B A hereto under the caption “Number of Firm Securities to be Sold” (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities to be sold by the Company and all of the Selling Stockholders as aforesaid being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree, severally and not jointly, to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate up to the respective number of not more than additional shares of Securities set forth opposite their respective names in Schedule A hereto under the caption “Number of Optional Securities to be Sold” (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 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 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 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 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 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 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 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 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 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 SystemsUniversal Technical Institute, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell 3,250,000 shares of its common stock, no par value per share Common Stock (“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 4,250,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). , with each Selling Stockholder selling the number of Firm Securities set forth opposite its name on Schedule A. The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the UnderwritersRepresentative, an aggregate of not more than 1,125,000 additional outstanding shares of the Company’s Securities, as set forth below (such 1,125,000 additional shares (being hereinafter referred to as the “Optional Securities”) ), with each Selling Stockholder selling the number of its Optional Securities as set forth below. opposite its name on Schedule A. 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 375,000 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 Prospectus.. The Company and each Selling Stockholder hereby agree, severally and not jointly, with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy Systems, Inc.▇▇▇▇▇▇▇▇ Corporation, a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC (“Credit Suisse”) is acting as representative (the “Representative”), 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 50,000,000 units (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The , with each unit consisting of one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional shares units (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Units”. The Units, Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Underlying Shares”) are herein collectively called the “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, Units, for sale to family members and friends of the Company’s directors, officers, employees and other parties associated with the Company directors (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 shares of Common Stock and the Warrants included in the Units will not be separately transferable until five (5) business days following the earlier of the expiration of the Underwriters’ over-allotment option as set forth in Section 3 below, the exercise in full of such option and the Underwriters’ determination not to exercise all or any remaining portion of such option, subject to (a) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the offering of the Units by the Company and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K by the Company which includes such balance sheet. Each Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $6.00 during the period commencing on the later of (i) the consummation by the Company of a “Business Combination” (as defined below) and (ii) one year from the Effective Date (as defined below) of the Initial Registration Statement (as defined

Introductory. Orion Energy Systems, Inc.Mediacom Communications Corporation, a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") 20,000,000 shares ("Firm Securities") of its common stockClass A Common Stock, no par value $.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 3,000,000 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 ▇▇▇▇▇▇ 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 1,000,000 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 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 is a recently organized Delaware corporation. Immediately prior to the First Closing Date (as defined below), the holders of all of the outstanding membership interests (the "Membership Interests") in Mediacom LLC, a limited liability company organized under the laws of the State of New York ("Mediacom"), will exchange all such Membership Interests in Mediacom for all of the outstanding capital stock of the Company (the "Exchange Transaction"). As a result of this transaction, Mediacom will become a wholly owned subsidiary of the Company. The Company and Mediacom are collectively referred to herein as the "Mediacom Companies". The Mediacom Companies hereby agree with the several Underwriters as follows:

Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell 5,695,246 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 1,997,062 outstanding shares of the Securities (such 7,692,308 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 1,153,846 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 384,615 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 ProgramDirectedShareProgram”). 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 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 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 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 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 SystemsAltiris, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 5,000,000 shares ("Firm Securities") of its common stock, no par value $0.0001 per share (“"Securities”) and the shareholders "). The stockholders listed in Schedule A1 A hereto (“Covered the "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”). 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 outstanding shares of the Company's 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 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 250,000 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 hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsOoma, 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 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 [Credit Suisse Securities (acting in such capacity, USA) LLC] (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 SystemsVirata, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell to the Underwriters 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, "CSFBC") (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 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 6,250,000 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 2,950,000 outstanding shares of the Securities (such 9,200,000 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 1,380,000 additional outstanding shares of the Securities, as set forth below (such 1,380,000 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 460,000 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 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, AbCellera Biologics Inc., a Wisconsin corporation incorporated under the Business Corporations Act (British Columbia) (“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 [●] common shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) without par value (“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 (“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 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, Agreement up to shares, [●] common 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 Offered Securities will be offered and sold in the United States pursuant to a Registration Statement (as defined below) and in Canada on a private placement basis pursuant to a preliminary and final Canadian offering memorandum (the “Canadian Private Placement Memorandum”).

Introductory. Orion Energy SystemsSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-3, a Delaware statutory trust (the “Issuer”) and Santander Consumer USA Inc., a Wisconsin an Illinois corporation (“CompanySantander Consumer”), confirm their agreement with Wachovia Capital Markets, LLC and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller 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 the notes of the Securities classes designated in the applicable Terms Agreement (such shares of Securities being hereinafter referred to as the “Firm SecuritiesNotes”). The Company also proposes Notes are to issue and sell to be issued by the UnderwritersIssuer under the Indenture (the “Indenture”), at the option dated as of the UnderwritersClosing Date, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities between the Issuer and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇W▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in and to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, Santander Consumer, W▇▇▇▇▇ Partners LLC Fargo Bank, National Association as the Indenture Trustee (acting the “Sale and Servicing Agreement”) and all monies due thereunder after the applicable Cut-Off Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such capacityright, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein; (viii) the related Contract Files; (ix) rights under the Interest Rate Swap Agreement and payments made by the Swap Counterparty thereunder; and (x) the proceeds of any and all of the foregoing. The Contracts and the Related Security will be conveyed to the Seller by Santander Consumer pursuant to the Contribution Agreement, dated as of the Closing Date, between the Seller and Santander Consumer (the “Designated UnderwriterContribution Agreement”) has agreed and will be conveyed to reserve out the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Swap Counterparty to hedge the floating interest rate on the Class A-2-B Notes and the Class A-4-B Notes (the “Swap Agreement”). On the Closing Date the Insurer will issue a note guaranty insurance policy (the “Note Policy”) guaranteeing certain payments due in respect of the Firm Securities purchased Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by it under this Agreement, up to shares, for sale the Issuer to the Company’s directorsSwap Counterparty. On the Closing Date, officersthe Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, employees the Insurer and other parties associated with the Company (collectively, “Participants”), as Noteholders. The terms of the Notes are set forth in the Final Registration Statement (as defined below) and the related Prospectus (as defined hereinbelow), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) under shall have the heading “Underwriting” meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Directed Share ProgramCommission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-139609), including a form of prospectus, relating to the Notes. The Firm Securities to be sold registration statement as amended has been declared effective by the Designated Underwriter pursuant Commission not more than three years prior to the Directed Share Program (date hereof. If any post-effective amendment has been filed with respect thereto prior to the “Directed Shares”) will be sold execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Designated Underwriter pursuant to this Agreement Commission. Such registration statement, as amended at the public offering price. Any Directed Shares not subscribed for by the end time 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.effectiveness,

Introductory. Orion Energy Systems, Inc.Qimonda AG, a Wisconsin stock corporation incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register of the Local Court in Munich (the “Commercial Register”) under the number HRB 152545 (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 agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (the “Underwriters”) to issue and sell, and the Underwriters severally agree to purchase, an aggregate of outstanding 42,000,000 registered no par-value ordinary shares (“Shares”) of the Company (the “New Shares”), and Infineon Technologies AG, a stock corporation incorporated in Germany and registered with the Commercial Register under the number HRB 126492 (“Infineon”) agrees severally with the Underwriters to sell, and the Underwriters severally agree to purchase, an aggregate of 21,000,000 of registered no par-value ordinary shares of the Securities Company (such shares the “Existing Firm Underlying Shares”). The New Shares and the Existing Firm Underlying Shares are hereinafter together referred to as the “Firm Underlying Shares”. The Firm Underlying Shares will be deposited by Infineon with Citibank AG, as custodian (the “Custodian”) and delivered in the form of Securities being American Depositary Shares (the “Firm ADSs”) by the Custodian to Citibank, N.A., as depositary (the “Depositary”). The Firm Underlying Shares and the Firm ADSs are hereinafter together referred to as the “Firm Securities”. Credit Suisse Securities (USA) LLC (“Credit Suisse”), Citigroup Global Markets Inc. (“Citigroup”) and J.▇.▇▇▇▇▇▇ Securities Inc. (“J.▇.▇▇▇▇▇▇”) shall act as representatives (the “Representatives”) of the Underwriters. The Company Infineon also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 additional registered no par-value ordinary shares of the Company (the “Optional Underlying Shares”) as set forth below. The Existing Firm Underlying Shares and the Optional Underlying Shares are hereinafter together referred to as the “Existing Shares”. To the extent Optional Underlying Shares are sold to the Underwriters pursuant to such Option, such Optional Underlying Shares will be deposited by Infineon with the Custodian and delivered in the form of ADSs (the “Optional ADSs”) by the Custodian to the Depositary. The Optional Underlying Shares and the Optional ADSs are hereinafter together referred to as the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called hereinafter together referred to as the “Offered Securities”. As part The ADSs and the Shares are hereinafter together referred to as the “Securities”. Each American Depositary Share (“ADS”) will represent one registered no par-value ordinary share of the offering contemplated Company. The ADSs will be evidenced by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC American Depositary Receipts (acting in such capacity, the “Designated UnderwriterADRs”) has agreed to reserve out of the Firm Securities purchased by it under this be issued pursuant to a Deposit Agreement (“Deposit Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), to be dated as set forth in of the Final Prospectus First Closing Date (as defined herein) under below), to be entered into among the heading “Underwriting” Depositary, the Company and all holders and beneficial owners from time to time of the ADRs. Each reference herein to an ADR shall include the corresponding ADS, and vice versa. The Offered Securities will be offered in a public offering in the United States of America and in private placements to qualified investors in other jurisdictions (the “Directed Share ProgramOffering”). The Firm Securities to be sold by Company and Infineon hereby agree with 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 several Underwriters as set forth in the Prospectus.follows:

Introductory. Orion Energy SystemsConsolidated Communications Illinois Holdings, Inc., a Wisconsin Delaware corporation (“Illinois Holdings” and, together with any successor thereto, the “Company”) ), proposes to issue and sell sell, immediately following the reorganization (the “Reorganization”) described in the Registration Statement (as defined herein) 6,000,000 shares (the “Company Firm Securities”) of its common stock, no $0.01 par value 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 9,666,666 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Selling Stockholders Firm Securities”, and together with the Company Firm Securities, the “Firm Securities”). The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,350,000 additional outstanding shares of 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 Credit Suisse First Boston and Citigroup Global Markets Inc. (acting in such capacity, the “Designated UnderwriterUnderwriters”) has have agreed to reserve out up to 5% of the Firm Securities purchased by it under this Agreement, up to shares, Agreement 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 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. The Designated Underwriters that manage the Directed Share Program will receive 100% of the discounts and commissions associated with the Directed Shares. 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 Company and with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsQuality Distribution, Inc., a Wisconsin Florida corporation (“"Company”) "), proposes to issue and sell 7,000,000 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 875,000 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 First Boston LLC (acting in such capacity"CSFB"), (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it the Underwriters under this Agreement, up to 393,750 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 SystemsGadzoox Networks, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 3,500,000 shares ("FIRM SECURITIES") of its common stockCommon Stock, no par value $0.005 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 525,000 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 [CSFB] (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 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 SystemsDigitalThink, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 4,400,000 shares ("FIRM SECURITIES") of its common stockCommon 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 660,000 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, THamb▇▇▇▇▇ W& ▇▇uis▇ ▇▇▇ 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” "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 SystemsAlcon, Inc., a Wisconsin corporation incorporated under the laws of Switzerland (“Company”the "COMPANY"), has issued to Credit Suisse First Boston, Zurich, Switzerland, a banking institution qualified to do business under the laws of Switzerland ("CSFB ZURICH"), on behalf of the several Underwriters named in Schedule A hereto (the "UNDERWRITERS"), an aggregate of 69,750,000 shares (the "FIRM SECURITIES") proposes to issue and sell shares of its registered common stockshares, no par value CHF 0.20 per share (“Securities”the "SECURITIES"), in exchange for the payment of amounts by CSFB Zurich pursuant to a Nominal Amount Deposit and Subscription Agreement dated March 15, 2002 (the "SUBSCRIPTION AGREEMENT") among the Company, CSFB Zurich, Nestle S.A., a corporation incorporated under the laws of Switzerland (the "PARENT"), 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 Credit Suisse First Boston Corporation for subsequent transfer to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate for offer and placement or sale by them upon payment by them of outstanding shares of the Securities (such shares of Securities being hereinafter referred to further amounts as the “Firm Securities”)described in Section 3 below. The Company also proposes to issue and sell to the UnderwritersCSFB Zurich, on behalf and at the option of the Underwriters, in exchange for the payment of amounts by CSFB Zurich pursuant to the Subscription Agreement and for subsequent transfer to the Underwriters for offer and placement or sale by them upon payment by them of further amounts, an aggregate of not more than an additional shares 6,975,000 Securities (“Optional 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”"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, Agreement up to shares, 3,487,500 Securities 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 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 SystemsKintera, 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". ▇▇ ▇▇▇▇▇ Securities are herein collectively called Corporation ("▇▇ ▇▇▇▇▇") is acting as the “Offered Securities”. 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 (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 SystemsArtes Medical, 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▇▇▇▇ & Co., LLC (“Cowen”) and Lazard Capital Markets LLC (“Lazard”) 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, [___] shares for sale to the Company’s and its 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 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 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 SystemsE.piphany, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell ________ shares ("Firm Securities") of its common stockCommon Stock, no $0.0001 par value per share value, (“"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 Omaha Holdings L.P., a Delaware limited partnership (the “Selling Shareholder”) and a shareholder of Fiserv, Inc., a Wisconsin 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 underwriters listed on in Schedule B A hereto (the “Underwriters”) ), for whom you are acting as representatives (the “Representatives”), an aggregate of outstanding 20,000,000 shares of common stock, par value $0.01 per share (the Securities “Securities”), of the Company (such shares of Securities being are hereinafter referred to as the “Firm Securities”). The Company , and also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 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 Subject to the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out sale of the Firm Securities purchased by it under the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, up the Underwriters have agreed to shares, for sale sell to the Company’s directors, officers, employees and other parties associated with the Company has agreed herein to purchase from the Underwriters (collectively, the “ParticipantsShare Repurchase”), as set forth in an aggregate of 5,000,000 shares of the Final Prospectus Firm Securities (as defined herein) under the heading “Underwriting” (such shares, hereunder, the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Repurchase Shares”) will be sold by the Designated Underwriter pursuant to Section 4 of this Agreement at Agreement. To the public offering price. Any Directed Shares not subscribed for by extent there are no additional underwriters listed on Schedule A other than you, the end of term “Representative” as used herein shall mean you, as Underwriter, and the business day on which this Agreement is executed will terms “Representatives” and “Underwriters” shall be offered deemed to refer to the public by the Underwriters as set forth sole underwriter in the Prospectus.singular form listed in such Schedule A.

Introductory. Orion Energy Systems, Inc.BSQUARE Corporation, a Wisconsin Washington corporation (“"Company”) "), proposes to issue and sell ________________ shares ("Firm Securities") of its common stockCommon Stock, no par value per share value, (“"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 SystemsEnerNOC, Inc., Inc. a Wisconsin Delaware corporation (“"Company”") proposes to issue and sell to the several Underwriters (as defined below) 3,525,000 shares of its common stock, no par value per share stock (“"Securities”") and each of the shareholders listed persons named in Schedule A1 A hereto (“Covered the "Selling Shareholders”Stockholders") and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose proposes severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding 225,000 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 562,500 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, "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" or the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 100,000 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 Securities to be sold by the Underwriters pursuant to this Agreement will be sold by the Underwriters at the public offering price. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsTRX, Inc., a Wisconsin Georgia corporation (“Company”) proposes to issue and sell [______] shares of its common stock, no par value $.01 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 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 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 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 severally hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsCommercial Vehicle Group, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell 3,125,000 shares of its common stockCommon Stock, no par value $0.01 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 6,125,000 outstanding shares of the Securities (such 9,250,000 shares of Securities being hereinafter referred to as the “Firm Securities”), to the Underwriters (as defined below), for whom Credit Suisse First Boston LLC is acting as representative (the “Representative”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,387,500 additional shares (“Optional Securities”) of its Securities as set forth belowbelow (such 1,387,500 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 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 462,500 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 SystemsAegerion Pharmaceuticals, 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 underwriters named in Schedule B hereto A (the “Underwriters”) an aggregate of outstanding [ ] shares of its common stock, par value $0.001 per share (the Securities “Common Stock”); and the stockholders of the Company named in Schedule B (such collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of [ ] shares of Securities being hereinafter referred Common Stock. The [ ] shares of Common Stock to as be sold by the Company and the [ ] shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Securities”)Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] shares of Common Stock and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ ] shares of Common Stock, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional [ ] shares of Common Stock to be sold by the Company also proposes and the additional [ ] shares of Common Stock to issue be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and sell to the Underwritersextent such option is exercised, 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 Shares are herein collectively called the “Offered SecuritiesShares.” Jefferies & Company, Inc. (“Jefferies”. As part ) and Deutsche Bank Securities Inc. (“Deutsche Bank”) have agreed to act as representatives of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC several Underwriters (acting in such capacity, the “Designated UnderwriterRepresentatives”) has agreed to reserve out in connection with the offering and sale of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees Offered Shares. The Company has prepared and other parties associated filed 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.and Exchange Commission

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.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 SystemsLeju Holdings Limited, Inc., a Wisconsin corporation an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) proposes ), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representative (the “Representative”), 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 17,700,000 American depositary shares (“ADSs”), each ADS representing one ordinary share of the Securities Company of par value $0.001 per share (“Ordinary Shares”) (such shares of Securities 17,700,000 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 2,655,000 additional shares ADSs (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 them under this Agreement, Agreement up to shares, 1,416,000 ADSs 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 ADSs purchased by the Underwriters will be issued pursuant to a Deposit Agreement dated as of [·], 2014 (the “Deposit Agreement”), entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.

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 42,463,636 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 7,536,364 outstanding shares of the Securities (such 50,000,000 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 7,500,000 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 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 2,670,200 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 May 2, 2014 (the “Master Reorganization Agreement”), by and among the Company, Parsley 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 SystemsNCS Multistage Holdings, 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 (the “Firm Securities”) of its common stock, no par value $0.01 per share (“Securities”) and the shareholders ). The 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 (collectively, “UnderwritersSelling Stockholders”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred agree 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 outstanding shares of the 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 Fargo 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 [ ] shares, for sale to the Company’s directors, officers, employees directors 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 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.Westport Resources Corporation, a Wisconsin Delaware corporation (“Company”"COMPANY") proposes to issue and sell 6,500,00 shares of its common stock, no par value per share Common Stock (“Securities”"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 Shareholders”"SELLING STOCKHOLDERS") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 1,500,000 outstanding shares of the Securities (such 8,000,000 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 1,200,000 additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such 1,200,000 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, 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 B hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsChipPAC, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 10,000,000 shares ("Firm Securities") of its Class A 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 1,500,000 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, "CSFBC") (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 500,000 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 Ranger Energy SystemsServices, 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 5,000,000 shares of its Class A 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 5,000,000 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 750,000 additional shares of its Securities (all such additional shares of Securities being hereinafter collectively 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 (the “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners LLC & Co. (acting “PJC” and, 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 holding company that, following the transactions contemplated by this paragraph and the offering contemplated by this Agreement, will directly own a [·]% membership interest in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). The Company and Ranger LLC are herein referred to as the “Company Parties”. The businesses through which the Company Parties will conduct their operations are Ranger Energy Services, LLC, a Delaware limited liability company (“Ranger Services”) that, immediately prior to the First Closing Date (as defined below), will be a subsidiary of Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), and Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), and Torrent Energy Services, LLC, a Delaware limited liability company (“Torrent Services”) that, immediately prior to the First Closing Date, will be a subsidiary of Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”). In anticipation of the offering contemplated by this Agreement, on the First Closing Date, (x) Ranger Holdings I will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for membership interests in Ranger LLC (“Ranger Units”) and Ranger Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Ranger Assignment Transactions”), and (y) Torrent Holdings I will contribute all of its membership interests in Torrent Services to Ranger LLC in exchange for Ranger Units and Torrent Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Torrent Assignment Transactions” and collectively with the Ranger Assignment Transactions, 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 intends that the net proceeds of the sale of Optional Securities by the Company, if any, will be contributed to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued as Optional Securities by the Company. Ranger LLC will use such net proceeds, if any, to purchase Ranger Units from Ranger Holdings I and Torrent Holdings I. The foregoing transactions (including the Assignment Transactions), as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions”. Unless otherwise required by the context, references to the “Subsidiaries” of the Company in this Agreement refer to entities that will be subsidiaries of the Company after giving effect to the Reorganization Transactions, as evidenced by such entities being listed on Schedule C hereto.

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 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 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 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 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.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 SystemsComplete Production Services, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell 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”) 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 Securities”). The Company 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 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 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 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 SystemsResources Connection, Inc.Inc, a Wisconsin Delaware corporation (“"Company”") proposes to issue and sell 5,000,000 shares of its common stock, no par value $0.01 per share share, (“"Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Evercore Selling Shareholders”Stockholders") and the shareholders stockholders listed in on Schedule A2 B hereto (“below the caption Other Selling Shareholders” and, Stockholders ("Other Selling Stockholders" and together with the Covered Evercore Selling ShareholdersStockholders, “"Initial Selling Shareholders”Stockholders") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 1,500,000 outstanding shares of the Securities (such 6,500,000 shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company Certain of the Initial Selling Stockholders and each of the stockholders listed on Schedule B below the caption Management Selling Stockholders ("Management Selling Stockholders" and together with the Initial Selling Stockholders, "Selling Stockholders"), also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 975,000 additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such 975,000 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 Deutsche Bank Securities 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 500,000 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 hereby agree with the several Underwriters named in Schedule C hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Screaming Media Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell to the Underwriters named in Schedule A hereto ("UNDERWRITERS") 5,000,000 shares ("FIRM SECURITIES") of its common stock, no par value $.01 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 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, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER" or "CSFBC") 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:

Introductory. Orion Energy Systems, WuXi PharmaTech (Cayman) Inc., a Wisconsin corporation company incorporated in the Cayman Islands with limited liability (“Company”), agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) proposes to issue and sell to the several Underwriters 10,000,000 American depositary shares (“ADSs”), each ADS representing eight ordinary shares of its common stock, no the Company at par value US$0.02 per share (“SecuritiesOrdinary Shares”) and the shareholders 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”) propose agree severally and not jointly to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities 3,188,979 ADSs (such shares of Securities 13,188,979 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 additional shares 1,978,347 ADSs (“Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities Securities, including in each case, the underlying Ordinary Shares, 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 shares659,448 ADSs, 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 Offered Securities purchased by the Underwriters will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to a deposit agreement dated as of [DATE], 2007 (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of the ADRs. Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. shall act as the representatives (the “Representatives”) of the Underwriters.

Introductory. Orion Energy SystemsGlobe Specialty Metals, 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 (“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”)) on the terms set forth in this Agreement. The Company Selling Stockholders also proposes agree, severally and not jointly, to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (together, 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 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, DynCorp International Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell 25,000,000 shares of its Class A 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 25,000,000 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 3,750,000 additional outstanding shares of the Company’s Securities, as set forth below (such 3,750,000 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, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 1,250,000 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 Prospectus.. The Company hereby agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇, Sachs & Co. as representatives (together, the “Representatives”) of the several underwriters named in Schedule A hereto (“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 SystemsApollo Group, Inc., a Wisconsin an Arizona corporation (“Company”) "COMPANY"), proposes to issue and sell 5,000,000 shares ("FIRM SECURITIES") of its University of Phoenix Online common stock, no 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 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". It is understood that the Securities are intended to track the performance of University of Phoenix Online, a division of the University of Phoenix, Inc., a wholly owned subsidiary of the Company. It is further understood that the Company will allocate all net proceeds from the Offered Securities”Securities to University of Phoenix Online. 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.Prospectus (as defined below). The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsCentillium Communications, 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, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Barney 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 240,000 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.Capstone Turbine Corporation, a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares directly to various investors (each, an “Investor” and, collectively, the “Investors”) through the several placement agents named in Schedule A hereto (collectively, the “Placement Agents”), pursuant to the terms and conditions of its common stock, no par value per share this Placement Agent Agreement (this “SecuritiesAgreement”) and the shareholders listed Securities Purchase Agreement in Schedule A1 the form of Exhibit A attached hereto (the “Covered Selling ShareholdersSecurities Purchase Agreement”) entered into with such Investors, up to an aggregate of $7,533,000 of registered and unregistered securities, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), Series B pre-funded common stock purchase warrants (the “Prefunded Warrants”) and Series A common stock purchase warrants (the shareholders listed in Schedule A2 hereto (“Other Selling ShareholdersSeries A Warrants” and, together with the Covered Selling ShareholdersPrefunded Warrants, the “Selling ShareholdersWarrants” and the Warrants together with the Shares and the Common Stock underlying the Warrants, the “Securities”) propose severally ). The Shares, the Prefunded Warrants and the Common Stock underlying the Prefunded Warrants are referred to sell herein as the “Registered Securities.” The forms of each of the Warrants are attached hereto as Exhibits B-1 and B-2. The Company hereby confirms its agreement with ▇▇▇▇▇▇▇▇▇▇▇ to act as Placement Agent in accordance with the terms and conditions hereof. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below). ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. is acting as the representative of the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (Placement Agents and in such shares of Securities being capacity is hereinafter referred to as the “Firm SecuritiesRepresentative.”). 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.Westlake Chemical Corporation, a Wisconsin Delaware corporation (“Company”) the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") [____] shares 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” "SECURITIES" 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”"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 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”"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. The Designated Underwriter that manages the Directed Share Program will receive 100% of the discounts and commissions associated with the Directed Shares. 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.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 Systems, Inc.▇▇▇▇▇▇▇▇▇ Financial LLC, a Wisconsin corporation Delaware limited liability company (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters ______ common shares representing limited liability company interests of its common stockthe Company, 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 agree severally with the 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 Credit Suisse (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. Concurrently with the execution of this agreement, the Company and EMG Holdings, L.P. (“EMG”) will enter into a Securities Purchase Agreement (the “Share Purchase Agreement”) pursuant to which the Company will agree to sell to EMG, and EMG will agree to purchase from the Company, ______ shares of the Company’s Securities (the “Manager Shares”).

Introductory. Orion Energy SystemsCorillian Corporation, Inc., a Wisconsin an Oregon 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” " (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 SystemsDigital Impact, 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 [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” "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 Systems, Graftech Inc., a Wisconsin Delaware corporation formerly known as UCAR Graph-Tech Inc. (“Company”the "COMPANY") proposes to issue and sell 650,000 shares of its common stock, no par value per share Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto UCAR Carbon Company Inc. (“Covered Selling Shareholders”) "UCAR CARBON"), a Delaware corporation and the shareholders listed in Schedule A2 hereto a wholly owned subsidiary of UCAR International Inc., a Delaware corporation and guarantor under this Agreement (“Other Selling Shareholders” and"UCAR INTERNATIONAL"), 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 4,600,000 outstanding shares of the Securities (such 5,250,000 shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company UCAR Carbon also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 787,500 additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such 787,500 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, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 303,000 shares, for sale to the Company’s directors, officersofficers and employees of UCAR International and its subsidiaries, employees and other parties associated with including 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. In connection with the issue and sale of the Offered Securities contemplated hereby, the Company and UCAR Carbon, and various affiliates of UCAR Carbon have entered into a series of agreements, the material ones of which have been described in the Prospectus (as hereinafter defined) under the caption "Certain Relationships and Related Transactions" and all of which we have listed herein on Schedule B. Such agreements are hereinafter referred to as the "Reorganization Agreements."

Introductory. Orion Energy SystemsSantarus, 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, $0.0001 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 Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as terms and conditions set forth belowin Section 3 hereof, up to an additional ______ shares of Common Stock (the "Optional Stock"). The Firm Securities Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". ▇▇ ▇▇▇▇▇ Securities Corporation ("▇▇ ▇▇▇▇▇"), UBS Securities LLC ("UBS"), ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and RBC Capital Markets Corporation 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 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 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 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 and the Selling Stockholders also agree to 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 SystemsCobalt International Energy, Inc., a Wisconsin corporation Delaware corporation, agrees with the several Underwriters named in Schedule A hereto (“CompanyUnderwriters”) proposes to issue and sell to the several Underwriters 63,000,000 shares (“Firm Securities”) of its the common stock, no par value $0.001 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 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 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 [·] 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 the reorganization agreement, dated as of [·], 2009 (the “Reorganization Agreement”), among Cobalt International Energy, L.P., Cobalt International Energy, Inc., Cobalt Mergersub, Inc. and other parties signatory thereto, Cobalt International Energy, Inc., a Delaware corporation (“Cobalt Inc.”), will acquire all of the outstanding limited partnership interests in Cobalt International Energy, L.P., a Delaware limited partnership (“Cobalt L.P.”), in exchange for shares of common stock of Cobalt Inc., as described in the General Disclosure Package and the Final Prospectus (as defined herein) under the heading “Corporate Reorganization” (the “IPO Reorganization”). As used in this Agreement, prior to the consummation of the IPO Reorganization, references to the “Company” shall be deemed to be references to Cobalt L.P., and after the consummation of the IPO Reorganization, references to the “Company” shall be deemed to be references to Cobalt Inc.

Introductory. Orion Energy SystemsHealtheTech, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares ("Firm Securities") of its common stockCommon Stock, no par value per share $.001 (“"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: