0000897069-08-000644 Sample Contracts

EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Executive Employment and Severance Agreement • March 21st, 2008 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This 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.

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REVOLVING LINE OF CREDIT NOTE
Revolving 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.

CREDIT AGREEMENT
Credit 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.

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