0000950137-07-014948 Sample Contracts

ORION ENERGY SYSTEMS, INC. NOTE PURCHASE AGREEMENT August 3, 2007

Note Purchase Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York

• Contract Type
  Note Purchase Agreement
• Filed
  October 2nd, 2007
• Company
  Orion Energy Systems, Inc.
• Industry
  Electric lighting & wiring equipment
• Jurisdiction
  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”).

SEPARATION AGREEMENT

Separation Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

• Contract Type
  Separation Agreement
• Filed
  October 2nd, 2007
• Company
  Orion Energy Systems, Inc.
• Industry
  Electric lighting & wiring equipment

This Separation Agreement (“Agreement”) is between Orion Energy Systems Ltd., a Wisconsin corporation (“Orion”) and Bruce Wadman (“Wadman”).

AMENDMENT NUMBER ONE STOCK OPTION AGREEMENT ORION ENERGY SYSTEMS, LTD. 2003 STOCK OPTION PLAN

Stock Option Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

• Contract Type
  Stock Option Agreement
• Filed
  October 2nd, 2007
• Company
  Orion Energy Systems, Inc.
• Industry
  Electric lighting & wiring equipment

This AMENDMENT dated as of this 19th of February, 2007, of the AGREEMENT dated May 11, 2005, by and between Orion Energy Systems, Ltd., a Wisconsin corporation (the “Company”), and Bruce Wadman (the “Grantee”) (the “Option Agreement”).