0000950137-07-016175 Sample Contracts

ORION ENERGY SYSTEMS, INC. NOTE PURCHASE AGREEMENT August 3, 2007
Note Purchase Agreement • October 30th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York

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.

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SEPARATION AGREEMENT AND MUTUAL RELEASES
Separation Agreement • October 30th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

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

ORION ENERGY SYSTEMS, LTD. SERIES C SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series C Senior Convertible Preferred Stock Purchase Agreement • October 30th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • 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.”

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