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, Txxxxx Wxxxxx 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.Newmont Mining Corporation, a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell from time to time (i) shares of its common stockstock of the Company (the "Common Shares"), no par value per share (“Securities”ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with 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 Warrants are hereinafter referred to as the “Firm "Securities”". The Securities are registered under the registration statement referred to in Section 2(a). The Particular issuances or series of the Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex I 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 also proposes will agree to issue and sell sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the Underwriters, at the option of the Underwritersterms and conditions set forth therein, an aggregate of option to purchase additional Securities in an amount not more than to exceed the amount specified in such Terms Agreement (such additional shares (“Optional Securities are hereinafter referred to as the "Option Securities”) of its Securities as set forth below"). The Firm Securities and the Optional Option Securities are herein hereinafter collectively called referred to as the “"Offered Securities”". As part The representative or representatives of the offering contemplated by this AgreementUnderwriters, Txxxxx Wxxxxx Partners LLC (acting if any, specified in such capacitya 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 the Underwriters, the “Designated Underwriter”term "Representatives", as used in this Agreement (other than in Section 5(c) has agreed and the second sentence of Section 3) shall mean the Underwriters. Each Common Share issued pursuant to reserve out a Terms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.60 per share, of the Firm Securities purchased by it under this AgreementCompany, up subject to sharesadjustment. The Junior Preferred Rights are to be issued pursuant to a Rights Agreement dated as of August 31, for sale to the Company’s directors2000, officers, employees and other parties associated with between the Company (collectively, “Participants”)and ChaseMellon Shareholder Services LLC, as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”)rights agent. The Firm Securities to be sold by the Designated Underwriter Preferred Shares issued pursuant to the Directed Share Program Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the “Directed Shares”) "Certificate of Designations"). Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be sold issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Designated Underwriter Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to this the Terms Agreement at referred to in Section 3 will be issued under a Warrant Agreement (the public offering price. Any Directed Shares not subscribed for "Warrant Agreement") between a bank or trust company selected by the end of Company as specified in such Terms Agreement (the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus"Warrant Agent").

Introductory. Orion Energy SystemsXxxxxx’x, 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”. Xxxxxx Xxxxx & Partners III, L.P., Xxxxxx Xxxxx & Partners Dutch III-A, L.P., Xxxxxx Xxxxx & Partners Dutch III-B, L.P. and Xxxxxx Xxxxx & 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 part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC (acting in such capacityused 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 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, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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 X.X. Xxxxxx 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 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 287,500 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsSkinMedica, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of outstanding shares of Common Stock, $0.001 par value (the Securities (such “Common Stock”) of the Company. The aggregate of shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. XX Xxxxx & Co., LLC (“XX Xxxxx”) and Xxxxx Xxxxxxx & Co., Xxxxxx Xxxxxx Partners LLC and X.X. Xxxxxxxxx, 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, Txxxxx Wxxxxx Partners LLC XX Xxxxx (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 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx Partners LLC Xxxxxx X. Xxxxx & 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 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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 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”), Txxxxx Wxxxxx Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a holding company that directly owns a [—]% membership interest in Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (“HPI”). The Company and HPI are herein referred to as the “HII Parties”. The business currently operated by HPI was historically operated through Health Plan Intermediaries, LLC, a Florida limited liability company. In anticipation of the offering contemplated by this Agreement, on November 7, 2012, Health Plan Intermediaries, LLC assigned the operating assets of its business through a series of transactions to HPI, and HPI assumed the operating liabilities of Health Plan Intermediaries, LLC (the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock. The Company’s Class A common stock will be held by the investors in the offering contemplated by this Agreement and certain of the Company’s employees. The Company’s Class B common stock will be held by Health Plan Intermediaries, LLC and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company and subsidiary of Health Plan Intermediaries, LLC, which entities hold Series B membership interests in HPI. If any Optional Securities are issued and sold, the Company intends to use the net proceeds from the sale of such Optional Securities to purchase Series B membership interests in HPI from Health Plan Intermediaries, LLC (which Series B membership interests will immediately be recapitalized into Series A membership interests in HPI), together with a corresponding number of shares of Class B common stock, at a purchase price per interest equal to the initial public offering price per share of Class A common stock in this offering. The foregoing transactions (including the Assignment Transactions), as further described under “The Reorganization of Our Corporate Structure” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions”.

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

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

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

Introductory. Orion Energy SystemsEnergySolutions, 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”) to issue and sell to the several Underwriters •shares of its common stock, par value $0.01 per share (the “Common Stock”), in the form of depositary shares, each representing an aggregate ownership interest in one share of outstanding shares of Common Stock (the “Securities”), and ENV Holdings LLC (the “Selling Stockholder”) also agrees to sell to the Underwriters • Securities (such shares of Securities being hereinafter referred to as collectively, the “Firm Securities”)) as set forth below. The In addition, 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 Securities, and the Selling Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than • additional 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, Txxxxx Wxxxxx 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• Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. The Company and the Selling Stockholder hereby agree with the several Underwriters as follows:

Introductory. Orion Mammoth Energy SystemsServices, 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 (the “Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (collectively, the “Covered Selling ShareholdersStockholders”) agree severally and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together not jointly 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 [ ● ] aggregate shares of the Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree severally and not jointly with the Underwriters to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ● ] additional 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, Txxxxx Wxxxxx 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 SystemsDiamondback Energy, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters 15,000,000 shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 additional shares of its Securities (such [—] aggregate shares of the Securities being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth belowin Section 3 of this Agreement. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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., 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 The stockholders whose names are set forth on Schedule A1 A attached hereto (“Covered Selling Shareholders”) and collectively, the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally and not jointly to sell to the several Underwriters listed underwriters whose names are set forth on Schedule B attached hereto (collectively, the “Underwriters”) an aggregate of 10,954,570 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”), of TransDigm Group Incorporated (formerly TD Holding Corporation), a Delaware corporation (the “Company”), with each Selling Stockholder selling the number of Firm Securities set forth opposite such Selling Stockholder’s name in Schedule A attached hereto. The Company also proposes entities and individuals whose names are set forth on Schedule C attached hereto (collectively, the “Over-Allotment Stockholders” and, together with the Selling Stockholders, the “Participating Stockholders”) propose severally and not jointly to issue and sell to the Underwriters, at the option of the Underwriters, not more than an aggregate of not more than 1,643,186 additional shares of the Securities to cover over-allotments, if any, as provided in Section 3 hereof (the “Optional Securities”) ), with each Over-Allotment Stockholder selling the number of its Optional Securities as set forth belowopposite such Over-Allotment Stockholder’s name in Schedule C attached hereto. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC Xxxxxx Brothers Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this letter agreement (this “Agreement”), up to 547,729 shares, for sale to certain of 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 Participating Stockholders severally (and not jointly) hereby agree with the several Underwriters as follows:

Introductory. Orion Energy SystemsFastclick, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares of its common stockCommon Stock, no par value $0.001 per share (“"Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling 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 additional shares (“Optional 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, Txxxxx Wxxxxx 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 '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 the end of any Participants by 8:00 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 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 SystemsOTG Software, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 4,000,000 shares of its common stock, no $.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 4,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company also Richxxx X. Xxx (xxe "SELLING STOCKHOLDER") proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 400,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"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 and the Selling Stockholder hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsWageWorks, 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 and warrantholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) agree severally and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together not jointly 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 to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company ) and warrants (the “Firm Warrants”) for the purchase of an aggregate of [—] shares (the “Firm Warrant Shares”) of the Securities, and [certain of] the 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 (“Optional Securities”) of its the Company’s Securities and warrants (the “Optional Warrants”) for the purchase of up to [—] additional shares (the “Optional Warrant Shares”) of the Securities, as set forth below. The Firm Securities, Firm Warrant Shares, Optional Securities and the Optional Securities Warrant Shares are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 SystemsSolaris Oilfield Infrastructure, 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 10,100,000 shares of the Securities its Class A common stock (“Securities”) (such 10,100,000 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 (the “Option”) of the Underwriters, an aggregate of not more than 1,515,000 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, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has Underwriters have agreed to reserve out of the Firm Securities purchased by it them under this Agreement, up to 505,000 shares, for sale by Xxxxx Xxxxxxx & Co. (the “Designated Underwriter”) 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 Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (“Solaris LLC”), in exchange for units of membership interest in Solaris LLC and (ii) become the sole managing member of Solaris LLC. It is understood and agreed to by all parties that concurrently with, or prior to, the closing of this Offering, Solaris LLC, will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions will occur:

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, Txxxxx Wxxxxx 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 SystemsBridgepoint Education, Inc., a Wisconsin Delaware corporation (“"Company”") proposes agrees with the several Underwriters named in Schedule B hereto ("Underwriters") to issue and sell to the several Underwriters 3,500,000 shares of its common stock, no par value $0.01 per share (“"Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Selling Shareholders”Stockholders") and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 10,000,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company Warburg Pincus Private Equity VIII, L.P. ("WP"), as a Selling Stockholder, also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,025,000 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, Txxxxx Wxxxxx 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 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 Final Prospectus.

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

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

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

Introductory. Orion Energy SystemsChipPAC, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 15,500,000 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 2,325,000 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, Txxxxx Wxxxxx 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 775,000 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.Merrion Pharmaceuticals plc, a Wisconsin corporation public limited liability company incorporated under the laws of the Ireland (together with any predecessor or successor, the “Company”) proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [•] ordinary shares, €0.01 par value per share of the Company (the “SecuritiesFirm Shares”). The Company proposes to deposit with the Depositary (as defined below) a portion of the Firm Shares and to cause the Depositary to issue to the Underwriters specified on Schedule A hereto American Depositary Shares (the “Firm ADSs”) and in respect thereof. The remainder of the shareholders listed Firm Shares shall be offered to investors in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andform of the Company’s ordinary shares, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding €0.01 par value per share. The ordinary shares of the Securities (such shares of Securities being Company are hereinafter referred to as called the “Firm Securities”). Ordinary Shares.” The Company also proposes to issue and sell to the Underwriters, at upon the option of terms and conditions set forth in Section 3 hereof, up to an additional [•] Ordinary Shares (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesShares”) of its Securities as set forth below). The Firm Securities Shares and the Optional Securities Shares are herein collectively called the “Offered SecuritiesShares”). As part At the direction of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC (acting in such capacityUnderwriters, the “Designated Underwriter”) has agreed to reserve out Company will deposit with the Depositary a portion of the Firm Securities purchased by it under this Agreement, up Optional Shares and cause the Depositary to shares, for sale issue to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth Underwriters specified on Schedule A hereto American Depositary Shares in the Final Prospectus (as defined herein) under the heading “Underwriting” respect thereof (the “Directed Share ProgramOptional ADSs”). The Firm Securities ADSs and the Optional ADSs are hereinafter collectively referred to as the “ADSs”. The ADSs and the Offered Shares are hereinafter collectively referred to as the “Stock”. Punk, Xxxxxx & Company, L.P. (“Punk Xxxxxx”) is acting as representative of the several Underwriters in the offering of Offered Shares and ADSs hereunder (the “Offering”) and in such capacity is hereinafter referred to as the “Representative.” The ADSs are to be sold issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of [•], 2007, among the Company, The Bank of New York, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Designated Underwriter Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive 1 Ordinary Share deposited pursuant to the Directed Share Program Deposit Agreement. The Underwriters may elect to take delivery of all or a portion of the ADSs in the form of Shares. The Underwriters are simultaneously entering into an Agreement among Underwriters (the “Directed SharesAgreement Among Underwriters”), which provides, among other things, that Punk Xxxxxx shall act as the representative (the “Representative”) of the Underwriters. Two forms of offering documents are to be used in connection with the Offering: (i) one a prospectus relating to the ADSs offered or sold through an offering registered in the United States (the “U.S. Prospectus”) and (ii) one an admission document relating to offering of Offered Shares (the “Irish Offering Document”, which term includes any preliminary or pathfinder admission document and any supplementary document reviewed and published by the Company in accordance with the IEX Rules) to be conducted in Ireland and the European Union and for the admission of the Ordinary Shares (including the Offered Shares) to trading on the Irish Enterprise Exchange Market operated by the Irish Stock Exchange Limited (“IEX”). The Irish Offering Document will be sold identical to the U.S. Prospectus and the Prospectus (as defined below) except for certain additional pages containing information to comply with the Rules of IEX Companies as published by the Designated Underwriter pursuant Irish Stock Exchange Limited (the “IEX Rules”), and copies of these prospectuses have been provided to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectusyou.

Introductory. Orion Energy 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 Systems, Inc.Global Education & Technology Group Limited, a Wisconsin Cayman Islands corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares to the Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of its common stock6,375,000 American Depository Shares (“ADSs”), no each ADS representing four ordinary shares, par value US$0.0001 per share (the “SecuritiesOrdinary Shares”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and), together with 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 Company. The 6,375,000 ADSs to as be sold by the Company are herein called 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 956,250 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.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”). As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities to be purchased by it under this Agreement, up to shares, 318,750 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 ADSs purchased by the Underwriters pursuant to this agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs.

Introductory. Orion Energy Systems, Inc.Xxxxxx Xxxxxxxx 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, Txxxxx Wxxxxx 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.CURO Group Holdings Corp., 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 its common stock (the Securities “Securities”), par value $0.001 per share (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 UnderwritersCredit Suisse Securities USA (LLC) (“Credit Suisse”) and Xxxxxxxxx LLC (“Jefferies”), 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, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed The Representatives agree that up to reserve out [•] shares of the Firm Securities to be purchased by it under this Agreement, up to shares, the Underwriters (the “Directed Shares”) shall be reserved 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 shall be administered by Fidelity Capital Markets, a division of National Financial Services LLC (“Fidelity”), and the “Directed Shares”) Shares will be sold by Fidelity, at the Designated Underwriter pursuant to this Agreement direction of the Company, at the public offering price. Any To the extent that the Directed Shares are not subscribed orally confirmed for purchase by the Participants by the end of the first business day on which after the date of this Agreement is executed will Agreement, such Directed Shares may be offered to the public by the Underwriters as set forth in part of the Prospectuspublic offering contemplated hereby.

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, Txxxxx Wxxxxx 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:

Introductory. Orion Energy SystemsCBOT Holdings, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares of its Class A common stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm 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 of its 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, Txxxxx Wxxxxx 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 under this Agreement, up to shares, for sale to certain members of Board of Trade of the Company’s City of Chicago, Inc. and certain 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. The Directed Shares to be sold by the Designated Underwriter shall be deemed to consist solely of shares issued and sold by the Company and shall be deemed not to include any shares sold by the Selling Stockholders. 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 Systems, Kraft Foods Inc., a Wisconsin Virginia corporation (the “Company”) ), proposes to issue and sell shares from time to time certain of its common stockunsecured debt securities, no par value per share (in an aggregate principal amount expressed in U.S. dollars or in such foreign currencies or currency units as the Company shall designate at the time of the offering. Such debt securities, registered under the registration statement or statements referred to in Section 2(a), are hereinafter referred to as “Registered Securities.” Registered Securities involved in any offering referred to below are hereinafter collectively referred to as “Offered Securities” and such debt securities that are Offered Securities are hereinafter referred to as “Offered Debt Securities”) . The Offered Debt Securities will be issued under an Indenture, dated as of October 17, 2001 (the “Indenture”), between the Company and The Bank of New York (as successor to The Chase Manhattan Bank), as Trustee, specified in the shareholders listed Terms Agreement referred to in Schedule A1 hereto (“Covered Selling Shareholders”) Section 3, in one or more series or issues, which may vary as to interest rates, maturities, redemption provisions, conversion provisions, exercise prices, expiration dates, selling prices, currency or currency units and the shareholders listed other terms, with, in Schedule A2 hereto (“Other Selling Shareholders” andeach case, 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 (all such shares of terms for any particular Offered Securities being determined at the time of sale. Particular Offered Securities will be sold pursuant to a Terms Agreement, for resale in accordance with terms of offering determined at the time of sale. The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the “Firm Underwriters” of such Offered Securities”). The Company also proposes to issue , 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 Section 2(b), in the second sentence of its Securities as set forth below. The Firm Securities Section 3 and the Optional Securities are herein collectively called the “Offered Securities”. As part first and third use of the offering contemplated by this Agreementterm “Representatives” in Section 6, Txxxxx Wxxxxx Partners LLC (acting where, in such capacityeach case, the reference to the terms “Designated Underwriterthrough the Representatives” or “the names of any Representatives”) has agreed to reserve out , as the case may be, if the Terms Agreement does not specify any representatives of the Firm Securities purchased by it under this AgreementUnderwriters, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”shall be ignored), 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, 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, Txxxxx Wxxxxx 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 Xxxxxxx, Sachs & Co. as representatives (together, the “Representatives”) of the several underwriters named in Schedule A hereto (“Underwriters”) as follows:

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

Introductory. Orion Energy Systems, Inc.Resource Capital Corp., a Wisconsin Maryland corporation (“Company”"COMPANY") proposes to issue and sell [ ] shares (the "BASE SECURITIES") of its common stock, no par value $0.001 per share (“Securities”) "SECURITIES"), and the shareholders stockholders listed in Schedule A1 SCHEDULE 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 [ ] outstanding shares of the Securities (the "RESALE SECURITIES" and, together with the Base Securities, "FIRM SECURITIES") to Credit Suisse First Boston LLC ("CSFB"), Friedman, Billings, Xxxxxx & Co., Inc. ("FBR"), Citigroup Global Markets Inc. ("CITIGROUP"), X.X. Xxxxxx Securities Inc. ("X.X. XXXXXX") and each of the other underwriters named in SCHEDULE B hereto (collectively, the "UNDERWRITERS"), for whom CSFB, FBR, Citigroup and X.X. Xxxxxx are acting as representatives, (in such shares of Securities being hereinafter referred to as capacity, the “Firm Securities”"REPRESENTATIVES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such [ ] additional shares being hereinafter referred to as the "OPTIONAL SECURITIES" and, together with the Base Securities, the "ORIGINAL ISSUE 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, Txxxxx Wxxxxx 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 [ ] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”), "PARTICIPANTS") as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company, Resource Capital Manager, Inc. (the "MANAGER"), and the Selling Stockholders hereby agree with the 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 SystemsXxxxxxx Minerals, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) proposes LLC and Xxxxxxx Xxxxx & 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, Txxxxx Wxxxxx 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)):

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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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 SystemsSaturn Electronics & Engineering, Inc., a Wisconsin Michigan corporation (“Company”) "COMPANY"), proposes to issue and sell 7,200,000 shares of its common stock, no par value per share (“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 4,800,000 outstanding shares of the Securities (such 12,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”"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 1,800,000 additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such 1,800,000 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, Txxxxx Wxxxxx 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 600,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"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 SystemsKindred Healthcare, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 1,750,000 shares of its common stock, no par value $0.25 per share (“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 and not jointly to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 1,496,900 outstanding shares of the Securities (such 3,246,900 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 487,035 additional shares (“Optional Securities”) of its Securities (such 487,035 additional shares being hereinafter referred to as set forth belowthe "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, Txxxxx Wxxxxx Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFBC" or the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 25,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"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 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 30,600,000 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 4,590,000 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, Txxxxx Wxxxxx Partners LLC Xxxxxx Xxxxxxx & 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 1,530,000 shares, for sale to the Company’s directors, 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 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 SystemsSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-2, 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 sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (the “Notes”). The Notes are to be issued by the Issuer under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and sell shares Wxxxx 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 its common stockthe Issuer (the “Trust Estate”) consist of all money, no par value per share 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, Wxxxx Fargo Bank, National Association as the backup servicer (the “SecuritiesBackup Servicer”) and the shareholders listed in Schedule A1 hereto Indenture Trustee (the “Covered Selling ShareholdersSale and Servicing Agreement”) and all monies due thereunder after the shareholders listed applicable Cut-Off Date; (ii) the interest of the Seller in Schedule A2 hereto 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 right, 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 “Contribution Agreement”) and will be conveyed to 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 Initial Swap Counterparty to hedge the floating interest rate on the Class A-2 Notes and the Class A-3 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 Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by the Issuer to the Swap Counterparty. On the Closing Date, the Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, the Insurer and the Noteholders. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), 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) shall have the 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 “Commission”) 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 registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective Underwriting Agreement by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Other Selling Shareholders” andRule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, the Covered Selling Shareholders, “Selling ShareholdersProspectus Supplement”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of prospectus included in the Securities Registration Statement (such shares of Securities being prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Firm SecuritiesBasic Prospectus”)) relating to the Notes and the method of distribution thereof. 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 Basic Prospectus and the Optional Securities are herein collectively called Prospectus Supplement is hereinafter referred to as the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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.Verso Paper Corp., 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 18,750,000 shares 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 18,750,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Verso Paper Management LP, a Delaware limited partnership (“Selling Stockholder”), also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,812,500 additional outstanding shares (“Optional Securities”) of its Securities the 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, Txxxxx Wxxxxx 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 shares5% of the Offered Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, 00.xxx Inc., a Wisconsin corporation company incorporated in the Cayman Islands with limited liability (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 11,000,000 American depository shares (“UnderwritersADSs”) an aggregate of outstanding ), each ADS representing two class A ordinary shares of the Securities Company at par value US$0.00001 per share (such shares of Securities “Ordinary Shares”)(such 11,000,000 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 1,650,000 additional shares ADSs (the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities Securities, in each case including the underlying Ordinary Shares, are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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, 770,000 ADSs for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the 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 pricePublic Offering Price (as defined below). 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 pursuant to this Agreement by the Underwriters will be issued pursuant to a deposit agreement (the “Deposit Agreement”) to be entered into among the Company, Citibank N.A., as depositary (the “Depositary”), and holders from time to time of the ADSs. Xxxxxx Xxxxxxx & Co. International plc, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. shall act as representatives (the “Representatives”) of the Underwriters.

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

Introductory. Orion Energy Systems, Inc.Futu Holdings Limited, a Wisconsin corporation company incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 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 shares to issue and sell to the several Underwriters Class A ordinary shares, par value US$0.00001 per share of the Securities Company (such shares “Class A Ordinary Shares”), in the form of Securities being [•] American Depositary Shares (“American Depositary Shares” or “ADSs”). The [●] ADSs to be sold by the Company is hereinafter referred to as the “Firm SecuritiesShares”). 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 [●] Class A Ordinary Shares in the form of [●] ADSs (“Optional SecuritiesShares”) of its Securities ), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the “Offered SecuritiesShares”. As The Company and the Underwriters hereby acknowledge that, as part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC the Company has requested ViewTrade Securities, Inc. and ViewTrade Securities, Inc. has agreed, to administer a directed share program (acting in such capacity, the “Designated UnderwriterDirected Share Program”). The Company and the Underwriters hereby agree that up to 5% of the Offered Shares (the “Directed Shares”) has agreed to reserve out of shall be reserved by the Firm Securities purchased Underwriters for purchase at the initial public offering price 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 as part of the distribution of the ADSs by the Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority (“FINRA”) and all other applicable laws, rules and regulations. The number of Offered Shares available for sale to the general public will be reduced to the extent that Participants purchase the Directed Shares. The Underwriters may offer any Directed Shares not purchased by Participants to the general public on the same basis as the other Offered Shares being sold hereunder. The ADSs are to be issued pursuant to a Deposit Agreement dated as of [●], 2019 (the “Directed SharesDeposit Agreement”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and the owners and holders from time to time of the ADSs issued under the Deposit Agreement. Each ADS will be sold by initially represent the Designated Underwriter right to receive [●] Class A Ordinary Shares deposited 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 ProspectusDeposit Agreement.

Introductory. Orion Energy SystemsAccelerated Networks, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell shares ("FIRM SECURITIES") of its common stock, no stock 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 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, Txxxxx Wxxxxx 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 Systems, Refco Inc., a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell shares of its common stock, no par value per share stock (“the "Securities”") and the shareholders 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 UnderwritersUnderwriters (as defined below), at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 's directors, officers, employees and other parties associated with the Company (collectively, “the "Participants”"), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (such Firm Securities, 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.. Credit Suisse First Boston LLC, Xxxxxxx, Sachs & Co. and Banc of America Securities LLC are referred to herein as the "Representatives". The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsLocal Matters, 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 par value $0.001 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and "Common Stock"), of the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “"Firm Securities”)Stock". The Company 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". Xxxxx and Company, LLC ("Cowen") and CIBC World Markets Corp., JMP Securities LLC and Xxxxxxx & Company, Inc. 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, Txxxxx Wxxxxx 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 '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 Mammoth Energy SystemsServices, 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 7,500,000 shares of its common stock, no par value $0.01 per share (the “Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (collectively, the “Covered Selling ShareholdersStockholders”) agree severally and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together not jointly 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 250,000 outstanding shares of the Securities (such 7,750,000 aggregate shares of the Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree severally and not jointly with the Underwriters to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,162,500 additional shares of the Securities (such 1,162,500 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, Txxxxx Wxxxxx Partners Fidelity Capital Markets, a division of National Financial Services LLC (acting in such capacity, the “Designated UnderwriterDSP Administrator”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 387,500 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 DSP Administrator pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter DSP Administrator 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 SystemsXxxxxxx Dynamics, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the Underwriters 4,900,000 shares of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“UnderwritersSelling Stockholders”) agree severally with the Underwriters to sell to the Underwriters an aggregate of 5,100,000 outstanding shares of the Securities (such 10,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Certain of the Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional outstanding shares of the Securities (such additional shares (collectively, the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter” or “Credit Suisse”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 245,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsAeglea BioTherapeutics, 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 Securities”). Stock.” 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 Stock.” UBS Securities LLC (“UBS”), BMO Capital Markets Corp. (“BMO”) and Xxxxx Fargo Securities”. , LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC UBS Financial Services Inc. (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 of Stock for sale to the Company’s and its subsidiaries’ directors, officers, employees and other parties individuals associated with the Company and its subsidiaries and members of their families (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering priceOffering Price set forth in Schedule B hereto. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsEsperion Therapeutics, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LCC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [•] shares (the “Firm Securities”) of its common stock, no $0.001 par value per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 Silicon Energy Systems, Inc.Corp., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell ____________ shares ("FIRM SECURITIES") of its common stock, no par value per share Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell sell1 to the Underwriters, at the option of the Underwriters, an aggregate of not more than ______________ additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC [Insert name of underwriter] (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____________ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, Koppers Holdings Inc., a Wisconsin Pennsylvania corporation (the “Company”) ), proposes to issue and sell 8,700,000 shares of its common stockCommon Stock, no par value $0.01 per share (the “Securities”) ), 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 severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 1,300,000 outstanding shares of the Securities (such 10,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”), to the Underwriters (as defined below), for whom Credit Suisse Securities (USA) LLC (“CSS”) and UBS Securities LLC are acting as representatives (the “Representatives”). The Company Selling Shareholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional outstanding shares of the Company’s Securities, as set forth below (such 1,500,000 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, Txxxxx Wxxxxx Partners LLC CSS (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 500,000 shares, or 5% of the Firm Securities, for sale to the Company’s directors, officers, employees and other parties associated with identified by 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 Prospectus.. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsGlobal Knowledge, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 14,600,000 shares ("FIRM SECURITIES") of its common stock, no $.01 par value per share share, (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”"SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than _________________ additional shares (“Optional Securities”) of its Securities Securities, and the stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ___ outstanding shares of the Company's 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, Txxxxx Wxxxxx 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 730,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"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 agrees with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsXxxxxxx Dynamics, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the Underwriters [ ] shares of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“UnderwritersSelling Stockholders”) agree severally with the Underwriters to sell to the Underwriters an aggregate of [ ] 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 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 (such additional shares (collectively, the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter” or “Credit Suisse”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] 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 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, Txxxxx Wxxxxx 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 Energy SystemsEon Labs, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 9,380,540 shares of its common stock, no par value $.01 per share (“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 419,460 outstanding shares of the Securities (such 9,800,000 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 1,470,000 additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such 1,470,000 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, Txxxxx Wxxxxx 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 490,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"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 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". XX Xxxxx Securities are herein collectively called Corporation ("XX Xxxxx") 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, Txxxxx Wxxxxx Partners LLC XX Xxxxx (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 SystemsDiplomat Pharmacy, Inc., a Wisconsin Michigan corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [•] shares of its common stock, no par value per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (collectively, the “Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such [•] shares of Securities being hereinafter referred to as the “Firm Securities”), after giving effect to the conversion of shares of the Company’s Series A Preferred Stock, Class A Voting Common Stock and Class B Nonvoting Common Stock into Securities (collectively, the “Conversion”), in each case as described in the General Disclosure Package and Final Prospectus. The Company also proposes Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Securities (collectively, “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares[•] shares of the Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Xxxxxxxxx Financial LLC, a Wisconsin corporation Delaware limited liability company (“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”) representing limited liability company interests of the Company, no par value (“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 of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 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.

Introductory. Orion Energy SystemsPlayAGS, Inc., a Wisconsin Nevada 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 its common stock ; par value $0.01 per share (the Securities “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, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed The Representatives agree that up to reserve out [ ]1 shares of the Firm Securities to be purchased by it under this Agreement, up to shares, the Underwriters (the “Directed Shares”) shall be reserved 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 shall be administered by Fidelity Capital Markets, a division of National Financial Services LLC (“Fidelity”), at the “Directed Shares”) will be sold by direction of the Designated Underwriter pursuant to this Agreement Company, at the public offering price. Any To the extent that the Directed Shares are not subscribed confirmed for purchase by the Participants by the end of the first business day on which after the date of this Agreement is executed will Agreement, such Directed Shares may be offered to the public by the Underwriters as set forth in part of the Prospectuspublic offering contemplated hereby. The Company intends to use the net proceeds from the Offered Securities to fund the redemption (the “Redemption”) of the Company’s 11.25% Senior Secured PIK Notes due 2024 (the “Existing PIK Notes”) then outstanding and to pay related fees and expenses. Any remaining net proceeds will be used for general corporate purposes.

Introductory. Orion Energy SystemsDevelopers Diversified Realty Corporation, 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 initial public offering price, 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 to cover over-allotments, if any, 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, Txxxxx Wxxxxx 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 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, Txxxxx Wxxxxx 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, Txxxxx Wxxxxx 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, Inc.Resource Capital Corp., a Wisconsin Maryland corporation (“Company”"COMPANY") proposes to issue and sell [ ] shares of its common stock, no par value $0.001 per share (“Securities”"SECURITIES") and the shareholders stockholders listed in Schedule A1 SCHEDULE 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 [ ] outstanding shares of the Securities (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES") to Credit Suisse First Boston LLC ("CSFB"), Xxxxxxxx Xxxxxxxx Xxxxxx & Co., Inc. ("FBR"), Citigroup Global Markets Inc. ("CITIGROUP"), X.X. Xxxxxx Securities Inc. ("X.X. XXXXXX") and each of the other underwriters named in SCHEDULE B hereto (collectively, the "UNDERWRITERS"), for whom CSFB, FBR, Citigroup and X.X. Xxxxxx are acting as representatives, (in such capacity, the "REPRESENTATIVES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such [ ] additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx 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 [ ] 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, Resource Capital Manager, Inc. (the "MANAGER"), Resource America, Inc. ("RESOURCE AMERICA") and the Selling Stockholders hereby agree with the 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, Txxxxx Wxxxxx 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, Inc.Kenexa Corporation, a Wisconsin Pennsylvania corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of shares of its common stock, no $ par value per share (“Securities”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm Securities”). Stock.” The Company and the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) also proposes propose to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock.” XX Xxxxx & Co., LLC (“XX Xxxxx”. ), Xxxxxxx & Co., LLC, and JMP Securities LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC XX Xxxxx (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with residing within the Company United States (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsAlimera Sciences, 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 (the “Representatives”), to issue and sell to the several Underwriters [ ] 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 [ ] 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, Txxxxx Wxxxxx 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 [l] shares, for sale to the Company’s directors, officers, business associates, employees and other related parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus and General Disclosure Package (each 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.” Capitalized terms used, but not defined, in the text of this Agreement shall have the meaning set forth in Section 17. Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

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, Txxxxx Wxxxxx 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 SystemsComplete Production Services, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell 13,000,000 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 13,000,000 outstanding shares of the Securities (such 26,000,000 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 3,900,000 additional outstanding shares of the Company’s Securities, as set forth below (such 3,900,000 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, Txxxxx Wxxxxx 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 1,300,000 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 the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

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". XX Xxxxx & Co., LLC ("XX Xxxxx"), Deutsche Bank Securities Inc., Xxxxxx Xxxxxx Partners LLC and Xxxx Xxxxx Xxxx Xxxxxx, 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, Txxxxx Wxxxxx Partners LLC XX Xxxxx (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 SystemsFTS International, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [•] shares of its common stock, no par value per share stock and the stockholder listed on Schedule B hereto (the “SecuritiesSelling Stockholder”) 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 several Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [•] shares of the Securities Company’s common stock (such [•] aggregate shares of Securities being hereinafter referred to herein 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 the Company’s common stock (together, “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 Each of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated UnderwriterCredit Suisse”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) has agreed to reserve out a portion of the Firm Securities to be purchased by it under this Agreement, up to shares, Agreement for sale to the Company’s directors, officers, employees and business associates and other parties associated with related to the Company (collectively, “Participants”), as set forth in the General Disclosure Package and the Final Prospectus (each as defined hereinhereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter each of Credit Suisse and Xxxxxx Xxxxxxx and its affiliates pursuant to the Directed Share Program (Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by any 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 General Disclosure Package and the Final Prospectus.. The Company agrees and confirms that references to “affiliates” of Xxxxxx Xxxxxxx that appear in this Agreement shall be understood to include Mitsubishi UFJ Xxxxxx Xxxxxxx Securities Co., Ltd.

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, Txxxxx Wxxxxx Partners LLC Mxxxxx Sxxxxxx & 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: