ORION ENERGY SYSTEMS, INC. Common Stock (no par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • March 26th, 2021 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York
4,750,000 Shares1 ORION ENERGY SYSTEMS, INC. Common Stock, no par value PURCHASE AGREEMENTPurchase Agreement • February 20th, 2015 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York
Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 4,750,000 shares (the “Firm Shares”) of Common Stock, no par value (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriter an option to purchase up to 712,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
ORION ENERGY SYSTEMS, INC. and WELLS FARGO BANK, N.A. Rights Agent RIGHTS AGREEMENT Dated as of January 7, 2009Rights Agreement • January 8th, 2009 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, dated as of January 7, 2009, between ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association (the “Rights Agent”).
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • June 13th, 2017 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
This Executive Employment and Severance Agreement (“Agreement”) is between the Executive named above (“Executive”), on the one hand, and Orion Energy Systems, Inc. (“Orion” and, together with its subsidiaries, the “Company”), on the other.
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 9th, 2015 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Minnesota
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 6, 2015, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Orion”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Orion Asset”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”; together with Orion, Great Lakes and Orion Asset, “Borrowers”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), ORION OPERATIONS, LLC, a Wisconsin limited liability company (“Orion Operations”), ORION SHARED SERVICES, LLC, a Wisconsin limited liability company (“Orion Services”), ORION AVIATION, LLC, a Wisconsin limited liability company (“Orion Aviation”), and ORION LED CANADA INC., a corporation organized under the laws of the Province of British Columbia (“Orion
ORION ENERGY SYSTEMS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 22nd, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, dated as of February 21, 2022, but effective as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 24th, 2024 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Illinois
is dated effective as of April 22, 2024 and entered into by and among, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Asset Management”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), STAY-LITE LIGHTING, INC., a Wisconsin corporation ("Stay-Lite"), and VOLTREK, LLC, a Massachusetts limited liability company ("Voltrek" and together with the Company, Great Lakes, Clean Energy, Asset Management, Orion Technology and Stay-Light, collectively, the "Borrowers"), and BANK OF AMERICA, N.A., a national banking association, as lender (“Lender”). Capitalized terms used herein but not otherwise defined shall have their respective meanings as defined in the Loan Agreement (defined below).
ORION ENERGY SYSTEMS, INC. TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENTTandem Restricted Stock and Cash Award Agreement • June 12th, 2024 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • March 21st, 2008 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
FOR VALUE RECEIVED, the undersigned ORION ENERGY SYSTEMS, INC. and GREAT LAKES ENERGY TECCHNOLOGIES, LLC (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 100 East Wisconsin Avenue, Suite #1400, Milwaukee, WI 53202, Wisconsin, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Twenty Five Million Dollars ($25,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.
AMENDED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • August 3rd, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
This Amended Executive Employment Agreement (“Agreement”) is between the executive named above (“Executive”) and Orion Energy Systems, Inc. (“Orion” or the “Company”) effective as of the effective date set forth above (“Effective Date”).
ContractNote Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
COOPERATION AGREEMENTCooperation Agreement • January 4th, 2023 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
This Cooperation Agreement (this “Agreement”) is made and entered into as of January 3, 2023, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the entities and natural persons set forth on the signature page hereto (collectively, “Investor”) (each of the Company and Investor, a “Party” to this Agreement, and collectively, the “Parties”).
ORION ENERGY SYSTEMS, INC. RESTRICTED STOCK AWARD AGREEMENT (100% Restricted Stock) (for Non-Employee Members of the Board of Directors)Restricted Stock Award Agreement • August 10th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Non-Employee Director Grantee specified above (“Grantee”).
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • August 4th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
This Agreement (“Agreement”) is between the individual named above (“Executive”), and Orion Energy Systems, Inc. (“Orion”) effective as of the date above.
ORION ENERGY SYSTEMS, INC. TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENTTandem Restricted Stock and Cash Award Agreement • August 10th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
AGREEMENT made as of the first day of April 2005 by and between Orion Energy Systems, Ltd., a Wisconsin corporation (the “Employer”), and Neal R. Verfuerth (the “Employee”).
ORION ENERGY SYSTEMS, INC. TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENTTandem Performance Share and Cash Award Agreement • June 12th, 2024 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
JOINDER AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 4th, 2013 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
THIS JOINDER AND FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 30, 2013 (this “Amendment”) is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the “Bank”), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Borrower”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“OAM”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“CES”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“GLET”), HARRIS MANUFACTURING, INC., a Florida corporation (“HMI”), and HARRIS LED, LLC, a Florida limited liability company (“HLED” and together with the Borrower, OAM, CES, GLET and HMI each individually, a “Loan Party” and collectively, the “Loan Parties”), and amends and supplements that certain Credit Agreement dated as of June 30, 2010, as amended to date (as so amended, the “Credit Agreement”), by and among the Bank and the Loan Parties (other than HMI and HLED).
ORION ENERGY SYSTEMS, INC. TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors)Tandem Restricted Stock and Cash Award Agreement • August 10th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Non-Employee Director Grantee specified above (“Grantee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2014 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August 29, 2014 (this "Amendment") is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the "Bank"), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (the "Borrower"), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation ("OES"), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company ("CES"), and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company ("GLET"), HARRIS MANUFACTURING, INC., a Florida corporation ("HMI"), and HARRIS LED, LLC, a Florida limited liability company ("HLED" and together with the Borrower, OES, CES, GLET and HMI each individually, a "Loan Party" and collectively, the "Loan Parties"), and amends and supplements that certain Credit Agreement dated as of September 30, 2011, as amended to date (as so amended, the "Credit Agreement"), by and among the Bank and the Loan Parties.
7,692,308 Shares ORION ENERGY SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 26th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York
JOHN H. SCRIBANTE MUTUAL TERMINATION AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMSMutual Termination and Severance Agreement • June 13th, 2017 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS MUTUAL TERMINATION AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMS (“Agreement and Release”) is made by and between ORION ENERGY SYSTEMS, INC. (“Company”) and JOHN H. SCRIBANTE (“Scribante”) and is executed as of June 8, 2017.
Shares ORION ENERGY SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York
c/o Thomas Weisel Partners LLC As Representative of the Several Underwriters, One Montgomery Street San Francisco, California 94104
ORION ENERGY SYSTEMS, INC. NOTE PURCHASE AGREEMENT August 3, 2007Note Purchase Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of August, 2007, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the investors identified on the attached Schedule 1 (the “Investors”).
ORION ENERGY SYSTEMS, INC. AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 3rd, 2019 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
AMENDMENT (the “Amendment”) made and entered into as of January 3, 2019 by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (as successor to Wells Fargo Bank, N.A.), as rights agent (the “Rights Agent”), under the Rights Agreement, dated as of January 7, 2009 between the Company and the Rights Agent (the “Agreement”). Capitalized terms used but not expressly defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • October 30th, 2018 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • California
This BUSINESS FINANCING AGREEMENT, dated as of October 26, 2018, is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“Lender”), on the one hand, and ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Schedule 1 attached hereto, and such other direct or indirect Subsidiaries of Parent that may hereafter become parties hereto (collectively with Parent, “Borrowers” and each a “Borrower”), on the other hand, on the following terms and conditions:
ORION ENERGY SYSTEMS, INC. As Amended and Restated Effective December 24, 2007 and Amended October 27, 2010 RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 9th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of June 18, 2012 by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and (“Grantee”).
SEPARATION AGREEMENTSeparation Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
This Separation Agreement (“Agreement”) is between Orion Energy Systems Ltd., a Wisconsin corporation (“Orion”) and Bruce Wadman (“Wadman”).
ORION ENERGY SYSTEMS, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • June 10th, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
ContractExecutive Employment and Severance Agreement • December 6th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated September 27, 2012 (“Employment Agreement”) by amending and restating the definition of “Good Reason” set forth in Section 2(k) of the Employment Agreement as follows:
AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • November 22nd, 2019 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
This AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of November 21, 2019, is entered into by and between WESTERN ALLIANCE BANK, an Arizona corporation Lender”), one the one hand, and, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Schedule 1 attached to the Agreement defined below, and such other direct or indirect Subsidiaries of Parent that may hereafter become parties hereto (collectively with Parent, “Borrowers” and each a “Borrower”), on the other hand, with reference to the following facts:
ORION ENERGY SYSTEMS, LTD. STOCK OPTION AGREEMENTStock Option Agreement • August 20th, 2007 • Orion Energy Systems, Inc.
THIS AGREEMENT (the “Agreement”), is entered into as of this _________day of ___, 20___by ORION ENERGY SYSTEMS, LTD., a Wisconsin corporation (the “Company”), with _________(the “Participant”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 26th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 25, 2012 (this “Amendment”) is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the “Bank”), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Borrower”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“OAM”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“CES”), and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“GLET” and together with the Borrower, OAM and CES, each individually, a “Loan Party” and collectively, the “Loan Parties”), and amends and supplements that certain Credit Agreement dated as of June 30, 2010, as amended to date (as so amended, the “Credit Agreement”), by and among the Bank and the Loan Parties.
ORION ENERGY SYSTEMS, LTD. SERIES C SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the ___ day of , by and among Orion Energy Systems, Ltd., a Wisconsin corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
CREDIT AGREEMENTCredit Agreement • March 21st, 2008 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of March 18, 2008, by and between ORION ENERGY SYSTEMS, INC., a Wisconsin corporation and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (each individually, a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.
