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.”
