ContractOrion Energy Systems, Inc. • August 20th, 2007 • 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.
ORION ENERGY SYSTEMS, INC. NOTE PURCHASE AGREEMENT August 3, 2007Note Purchase Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • New York
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”).
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.”
ORION ENERGY SYSTEMS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 3, 2007Investors’ Rights Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS 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 listed on the signature pages hereto, each of which is herein referred to as an “Investor.” This Agreement shall supersede a certain Investors’ Rights Agreement, dated as of July 31, 2006 and the Joinder thereto dated as of September 28, 2006 (collectively, the “Original Agreement”), and such Original Agreement shall be terminated and all rights and obligations pursuant thereto shall be of no further force and effect as of the date hereof.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • August 20th, 2007 • Orion Energy Systems, Inc.
PROMISSORY NOTE AND COLLATERAL STOCK PLEDGE AGREEMENTPromissory Note and Collateral Stock Pledge Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • August 20th, 2007 • Orion Energy Systems, Inc.
This Agreement, dated as of December 22, 2005, is made by and between ORION ENERGY SYSTEMS, LTD., a Wisconsin corporation, having a business location at the address set forth below under its signature (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, having a business location at the address set forth below under its signature (the “Secured Party”).
AMENDED AND RESTATED FIRST OFFER AND CO-SALE AGREEMENTFirst Offer and Co-Sale Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
This AMENDED AND RESTATED FIRST OFFER AND CO-SALE 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”), the officers and directors of the Company listed on Schedule A hereto (the “Shareholders”), Clean Technology Fund II, LP (“CTF”), CapVest Venture Fund, LP “(CapVest”), Technology Transformation Venture Fund, LP (“TTVF’) and GE Capital Equity Investments, Inc. (“GE”). CTF, CapVest and TTVF are collectively referred to herein as the “Series C Investors” and the Series C Investors and GE are collectively referred to herein as the “Investors.” The Investors, together with any transferee of (i) the Series C Senior Convertible Preferred Stock (the “Series C Preferred Stock”); (ii) the Convertible Subordinated Promissory Notes (the “Notes”) issued pursuant to that certain Strategic Alliance and Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”); or (iii) commo
Employment AgreementEmployment Agreement • August 20th, 2007 • Orion Energy Systems, Inc.
AGREEMENT made this 1st day of October, 2005 by and between Orion Energy Systems, Ltd., a Wisconsin corporation (Orion”) and Bruce Wadman (“Employee”),
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”).
STOCK OPTION AGREEMENT ORION ENERGY SYSTEMS, LTD. 2003 STOCK OPTION PLANStock Option Agreement • August 20th, 2007 • Orion Energy Systems, Inc.
This AGREEMENT dated as of this ___day of ___, 2007, by and between Orion Energy Systems, Ltd., a Wisconsin corporation (the “Company”), and ___(the “Grantee”).
CREDIT AND SECURITY AGREEMENT BY AND AMONG ORION ENERGY SYSTEMS, LTD. AND GREAT LAKES ENERGY TECHNOLOGIES, LLC, AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS CREDIT operating division December 22, 2005Credit and Security Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin
THIS AMENDMENT, dated as of January 26, 2006, is made by and among ORION ENERGY SYSTEMS, LTD., a Wisconsin corporation (“Orion”) and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes” and together with Orion, the “Borrowers” and each a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division.
