Common use of Introductory Clause in Contracts

Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsFirst Solar, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [ ] shares of its common stockCommon Stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in on Schedule A1 A-2 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [ ] outstanding shares of the Securities (such [ ] shares of Securities, together with the [ ] shares of Securities to be issued and sold by the Company, being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsNanosphere, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters 7,000,000 shares (“Firm Securities”) of its common stockCommon Stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 350,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve [•] shares of the Firm Securities (the “Brookside Securities”) for offer and sale to Brookside Capital Partners Fund, L.P. (“Brookside”) upon the terms and subject to the conditions set forth in this Agreement.

Introductory. Orion Energy SystemsFerrellgas Partners, Inc.L.P., a Wisconsin Delaware limited partnership ("Ferrellgas Partners"), and Ferrellgas Partners Finance Corp., a Delaware corporation (“Company”) proposes "Ferrellgas Finance" and, together with Ferrellgas Partners, "Issuers"), propose to issue and sell shares from time to time certain of its their unsecured debt securities, common stockunits ("Common Stock"), no par value per share deferred participation units and warrants registered under the registration statement referred to in Section 2(a) (“"Registered Securities”"). The Registered Securities constituting debt securities will be issued under an indenture, dated as of the Closing Date (as defined below) ("Indenture"), among the Issuers and U.S. Bank, N.A., as trustee ("Trustee"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. Particular series or offerings of the shareholders listed Registered Securities will be sold pursuant to a Terms Agreement referred to in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed Section 3, for resale in Schedule A2 hereto (“Other Selling Shareholders” and, together accordance with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to terms of offering determined at the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate time of outstanding shares of the sale. The Registered Securities (involved in any such shares of Securities being offering are hereinafter referred to as the “Firm "Offered Securities”). ." The Company also proposes firm or firms which agree to issue purchase the Offered Securities are hereinafter referred to as the "Underwriters" of such securities, and sell to the Underwriters, at the option representative or representatives of the Underwriters, an aggregate if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of not more the Underwriters, the term "Representatives," as used in this Agreement (other than additional shares (“Optional Securities”in Sections 2(b) of its Securities as set forth below. The Firm Securities and 6 and the Optional Securities are herein collectively called the “Offered Securities”. As part second sentence of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”Section 3), as set forth in shall mean the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusUnderwriters.

Introductory. Orion Energy SystemsMelco PBL Entertainment (Macau) Limited, Inc., a Wisconsin corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and agrees with the shareholders listed several underwriters named in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters 37,500,000 American Depositary Shares (“ADSs”), each ADS representing three ordinary shares of the Securities Company at par value US$0.01 per share (such shares of Securities “Ordinary Shares”) (the ADSs being sold by the Company being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,625,000 additional shares American Depositary Shares (“Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of It is understood that, subject to the conditions hereinafter stated: (a) certain Offered Securities will be sold to the Underwriters in connection with the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC and sale of such Offered Securities in the United States and Canada (acting the “U.S. Offering”) and (b) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of such capacityOffered Securities outside the United States and Canada (the “International Offering” and together with the U.S. Offering, the “Designated UnderwriterOffering”) has agreed to reserve out persons other than United States and Canada persons in compliance with Regulation S of the Firm United States Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” Act of 1933 (the “Directed Share ProgramAct”). The Firm Offered Securities purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be sold by the Designated Underwriter issued pursuant to the Directed Share Program a Deposit Agreement dated December 22, 2006 (the “Directed SharesDeposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders from time to time of the ADRs. UBS AG, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. shall act as the representatives (the “Representatives”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by Underwriters. The Company hereby agrees with the Underwriters as set forth in the Prospectus.follows:

Introductory. Orion Energy SystemsSITE Centers Corp., Inc., a Wisconsin an Ohio corporation (the “Company”) ), proposes to issue and sell shares of its common stockshares, no par value $0.10 per share (the “Common Shares”), from time to time, in one or more offerings on terms to be determined at the time of sale. As used herein, “Securities” shall mean the Common Shares. As used herein, “you” and “your,” unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the “Terms Agreement”) providing for the sale of such Securities (the “Underwritten Securities”) to, and the shareholders listed purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the “Underwriters,” which term shall include you whether acting alone in Schedule A1 hereto the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 11 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the number of Underwritten Securities to be initially issued (the “Covered Selling ShareholdersInitial Underwritten Securities”) ), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 11 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the public offering price per Common Share, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities. In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities and the shareholders listed in Schedule A2 hereto number of Underwritten Securities subject to such option (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Option Securities”). The Company also proposes to issue As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and sell to the Underwriters, at the option all or any portion of the UnderwritersOption Securities agreed to be purchased by the Underwriters as provided herein, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth belowif any. The Firm Securities Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Optional Company. Each offering of Underwritten Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated through you or through an underwriting syndicate managed by you will be governed by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold supplemented by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectusapplicable Terms Agreement.

Introductory. Orion Energy Systems, Rocket Fuel Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [ ] shares of the Securities Company’s common stock, par value $0.001 per share (such “Common Stock”). Such shares of Securities being hereinafter Common Stock are referred to hereinafter as the “Firm Securities”). The Company also proposes In addition, the stockholders listed in Schedule B hereto (the “Selling Stockholders”) agree severally with the Underwriters to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of Common Stock (together, the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [ ] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares[ ] shares of Common Stock, for sale to the Company’s directorsPrivate Equity Group of ▇.▇. ▇▇▇▇▇▇ Investment Management Inc., officers, employees and other parties associated with on behalf of an advised client account (the Company (collectively, “ParticipantsParticipant”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsSpinal Elements Holdings, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters [●] shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its common stock, par value $0.001 per share (“Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇. ▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by 11:59 P.M. (New York time) on the end of the business day date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Tiziana Life Sciences plc, a Wisconsin corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Underwriting Agreement (the “Agreement”), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B 1 attached hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate [●] American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesADSs”). The Company also proposes to issue and sell to the Underwriters, at upon the terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the “Option ADSs”). The Company also proposes to issue and sell to the Representative (as defined below) and/or its its designees (A) warrants to purchase ADSs (the “Representative’s Warrant”), and (B) ADSs issuable upon exercise of the Representative’s Warrant. The Firm ADSs and, if and to the extent such option is exercised, the Option ADSs are referred to herein as the “Offered Securities.” Unless context otherwise requires, each reference to the Firm ADSs, the Option ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Option ADSs, deposit, on behalf of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated Ordinary Shares represented by this Agreementsuch ADSs with JPMorgan Chase Bank, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)N.A., as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” custodian (the “Directed Share ProgramCustodian”). The Firm Securities to be sold by ) for the Designated Underwriter pursuant Depositary, which shall deliver such ADSs to the Directed Share Program (Representative for the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end account of the business day on which this Agreement is executed will be offered several Underwriters for subsequent delivery to the public by other several Underwriters or the Underwriters investors, as set forth in the Prospectuscase may be.

Introductory. Orion Energy SystemsCredit Suisse AG, Inc., a Wisconsin corporation Cayman Islands Branch (the “CompanySelling Stockholder”) proposes agrees subject to issue the terms and sell shares of its common stockconditions stated herein, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of the Common Stock, par value $0.01 per share (the “Securities” or “Company Common Stock”). The Company also proposes to issue , of SunCoke Energy, Inc. (the “Company”), a Delaware corporation and sell a wholly-owned subsidiary of Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), to the several underwriters named in Schedule A hereto (the “Underwriters”) for which Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated are acting as representatives (the “Representatives”) in connection with the offering (the “Offering”) and sale of such Firm Securities, as set forth below. In addition, the Selling Stockholder agrees, at the option of the Underwriters, to sell to the Underwriters an aggregate of not more than additional shares Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively hereinafter called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus. Prior to the Offering, the Company and Sunoco will enter into certain agreements that will effect the separation of the Company’s business from Sunoco, provide a framework for the Company’s relationship with Sunoco after the separation and provide for the allocation between the Company and Sunoco of Sunoco’s assets, employees, liabilities and obligations (including its investments, property and employee benefits assets and liabilities) attributable to periods prior to, at and after the Company’s separation from Sunoco. The Separation and Distribution Agreement, the Registration Rights Agreement, the Transition Services Agreement, the Tax Sharing Agreement and the Guaranty, Keep Well and Indemnification Agreement and the Steam Agreement described in the General Disclosure Package under the caption “Arrangements between Sunoco and Our Company” that have been filed as exhibits to the Registration Statement, in each case between Sunoco and the Company, are referred to as the “Separation Agreements.” As used in this Agreement, unless the context otherwise requires, references to the transactions contemplated by the Separation Agreements whereby Sunoco will contribute the SunCoke business to the Company, which will occur prior to the completion of this Offering, are referred to as the “Separation Transactions.” On the date hereof, Sunoco has entered into an exchange agreement with the Selling Stockholder and, solely with respect to certain sections thereof, the Company (the “Exchange Agreement”), whereby Sunoco will transfer to the Selling Stockholder the Offered Securities in exchange for indebtedness of Sunoco (the “Debt Obligations”) held by the Selling Stockholder. The Separation Agreements and the Exchange Agreement are referred to in this Agreement collectively as the “Transaction Documents.”

Introductory. Orion Energy SystemsPeninsula Pharmaceuticals, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 5,750,000 shares ("FIRM SECURITIES") of its common stock, no par value $0.0001 per share (“Securities”) "SECURITIES"), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 862,500 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 287,500 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, Inc.Koninklijke Ahold N.V. (Royal Ahold), a Wisconsin corporation public company with limited liability organized under the laws of The Netherlands, and with its corporate seat in Zaandam (“municipality Zaanstad), The Netherlands (the "Company”) "), proposes to issue and sell shares of its from time to time common stockshares, no par value NLG 0.50 per share share, of the Company (“Securities”) the "Common Shares"). Particular issuances of Common Shares will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex A attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the shareholders listed in Schedule A1 hereto firm or firms specified therein (“Covered Selling Shareholders”the "Underwriters") and will agree to purchase, severally, the shareholders listed in Schedule A2 hereto number of Common Shares specified therein (“Other Selling Shareholders” andthe "Firm Shares"). In such Terms Agreement, together with the Covered Selling ShareholdersCompany also may grant to such Underwriters, “Selling Shareholders”) propose severally to sell subject to the several Underwriters listed on Schedule B hereto (“Underwriters”) terms and conditions set forth therein, an aggregate of outstanding shares of option to purchase additional Common Shares in an amount not to exceed the Securities amount specified in such Terms Agreement (such shares of Securities being additional Common Shares are hereinafter referred to as the “Firm Securities”"Option Shares"). The Company also proposes Firm Shares and the Option Shares are hereinafter collectively referred to issue as the "Offered Shares." The Firm Shares and sell the Option Shares are registered pursuant to the Underwritersregistration statement referred to in Section 2(a). Pursuant to the Terms Agreement referred to in Section 3, at the option Underwriters may have the right to elect to take delivery of the Offered Shares in the form of Common Shares or in the form of American Depositary Shares (the "ADSs"). The ADSs are to be issued pursuant to an amended and restated deposit agreement specified in the Terms Agreement (the "Deposit Agreement"), among the Company, the depositary specified in the Terms Agreement (the "Depositary"), and the registered holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Common Share deposited pursuant to the Deposit Agreement. Except as the context may otherwise require, references hereinafter to Common Shares or Offered Shares shall include all of the Common Shares or Offered Shares, as the case may be, whether in the form of Common Shares or ADSs. The representative or representatives of the Underwriters, an aggregate of if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part specify any representative of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacityUnderwriters, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)term "Representatives", as set forth used in this Agreement (other than in the Final Prospectus (as defined hereinsecond sentence of Section 3) under shall mean the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusUnderwriters.

Introductory. Orion Energy Systems▇▇▇▇▇▇’▇, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell to the several Underwriters shares of its common stock, no par value $0.01 per share (the “Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (the “Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of the Securities being hereinafter referred to as the “Firm Securities”). Certain of the Firm Securities to be sold by certain of the Selling Stockholders will be acquired upon conversion of preferred stock of the Company into Securities prior to the First Closing Date. The Company Selling Stockholders also proposes agree to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇ & Partners LLC (acting in such capacityIII, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Dutch III-A, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Dutch III-B, L.P. and ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners III-C, L.P. are referred to herein as the “WS Selling Stockholders”. Stichting Pensioenfonds ABP and Stichting Pensioenfonds Zorg en Welzijn are referred to herein as the “AlpInvest Selling Stockholders”. Norwest Equity Partners VI, L.P. and Norwest Equity Partners VII, L.P. are referred to herein as the “Norwest Selling Stockholders”. As used herein, the term “Designated Underwriter”) has agreed Other Selling Stockholders” refers to reserve out of all Selling Stockholders other than the Firm Securities purchased by it under this AgreementWS Selling Stockholders, up to shares, for sale to the Company’s directors, officers, employees AlpInvest Selling Stockholders and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusNorwest Selling Stockholders.

Introductory. Orion Energy Systems, Inc.Tiziana Life Sciences plc, a Wisconsin corporation public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Underwriting Agreement (the “Agreement”), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate [●] American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm SecuritiesADSs”). The Company also proposes to issue and sell to the Underwriters, at upon the option of terms and conditions set forth in Section 3 hereof, up to an additional [●] ADSs (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesADSs”) of its Securities as set forth below). The Firm Securities ADSs and, if and to the extent such option is exercised, the Optional Securities ADSs are referred to herein collectively called as the “Offered Securities”.” Unless context otherwise requires, each reference to the Firm ADSs, the Optional ADSs and the Offered Securities herein also includes the Ordinary Shares represented by the ADSs. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC & Company (UK) Ltd. is acting as representative of the several Underwriters and in such capacity, capacity is hereinafter referred to as the “Designated UnderwriterRepresentative.” The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) has agreed to reserve out be issued pursuant to a deposit agreement, dated on or about the Closing Date (as defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm Securities purchased ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by it under this Agreementsuch ADSs with JPMorgan Chase Bank, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)N.A., as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” custodian (the “Directed Share ProgramCustodian”). The Firm Securities to be sold by ) for the Designated Underwriter pursuant Depositary, which shall deliver such ADSs to the Directed Share Program (Representative for the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end account of the business day on which this Agreement is executed will be offered several Underwriters for subsequent delivery to the public by other several Underwriters or the Underwriters investors, as set forth in the Prospectuscase may be.

Introductory. Orion Energy SystemsHealth Insurance Innovations, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto [—] shares (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of its Class A common stock, par value $0.001 per share (the “Securities”). The Company , and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this underwriting agreement (this “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a holding company that directly owns a [—]% membership interest in Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (“HPI”). The Company and HPI are herein referred to as the “HII Parties”. The business currently operated by HPI was historically operated through Health Plan Intermediaries, LLC, a Florida limited liability company. In anticipation of the offering contemplated by this Agreement, on November 7, 2012, Health Plan Intermediaries, LLC assigned the operating assets of its business through a series of transactions to HPI, and HPI assumed the operating liabilities of Health Plan Intermediaries, LLC (the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock. The Company’s Class A common stock will be held by the investors in the offering contemplated by this Agreement and certain of the Company’s employees. The Company’s Class B common stock will be held by Health Plan Intermediaries, LLC and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company and subsidiary of Health Plan Intermediaries, LLC, which entities hold Series B membership interests in HPI. If any Optional Securities are issued and sold, the Company intends to use the net proceeds from the sale of such Optional Securities to purchase Series B membership interests in HPI from Health Plan Intermediaries, LLC (which Series B membership interests will immediately be recapitalized into Series A membership interests in HPI), together with a corresponding number of shares of Class B common stock, at a purchase price per interest equal to the initial public offering price per share of Class A common stock in this offering. The foregoing transactions (including the Assignment Transactions), as further described under “The Reorganization of Our Corporate Structure” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions”.

Introductory. Orion Energy SystemsSkinMedica, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of outstanding shares of Common Stock, $0.001 par value (the Securities (such “Common Stock”) of the Company. The aggregate of shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇.▇. ▇▇▇▇▇▇▇▇▇, Towbin, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, customers and business partners and friends of the Company’s officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc.BKV Corporation, a Wisconsin Delaware corporation (the “Company”), agrees with Citigroup Global Markets Inc. (“Citigroup”) proposes and Barclays Capital Inc. as representatives (collectively, the “Representatives”) of the several underwriters named in Schedule A (the “Underwriters”) to this agreement (this “Agreement”), to issue and sell to the several Underwriters [ · ] shares of its common stock, no par value $0.01 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ · ] additional shares of its Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed .” The Company and Citigroup agree that up to reserve out 5% of the Firm Securities Shares to be purchased by it under this Agreement, up to shares, the Underwriters (the “Reserved Securities”) shall be reserved for sale by Citigroup to the Company’s directors, officers, employees and other parties associated with certain persons designated by the Company (collectively, the “ParticipantsInvitees”), as set forth in part of the Final Prospectus (as defined herein) under distribution of the heading “Underwriting” (Shares by the “Directed Share Program”)Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Firm Company has solely determined, without any direct or indirect participation by the Underwriters or Citigroup, the Invitees who will purchase Reserved Securities (including the amount to be purchased by such persons) sold by Citigroup. To the Designated Underwriter pursuant to extent that such Reserved Securities are not orally confirmed for purchase by Invitees by 11:59 PM. (New York City time) on the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to date of this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will Agreement, such Reserved Securities may be offered to the public by as part of the Underwriters as set forth in the Prospectuspublic offering contemplated hereby.

Introductory. Orion Energy SystemsAnnie’s, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters [—] shares of its common stock, par value $[—] per share (“Securities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [—] outstanding shares of the Securities (such [—] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional outstanding shares of the Securities (collectively, “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. [Solera Partners, L.P. and SCI Partners, L.P.] are referred to herein as the “Solera Selling Stockholders”. As used herein, the term “Non-Solera Selling Stockholders” refers to all Selling Stockholders other than the Solera Selling Stockholders.

Introductory. Orion Energy SystemsNational CineMedia, Inc., a Wisconsin Delaware corporation (“Company”) ), proposes to issue and sell to the Underwriters (as defined below) [ ] shares (“Firm Securities”) of its common stock, no $0.01 par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company hereby agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows: For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to “subsidiaries” of the Company shall be deemed to include National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”).

Introductory. Orion Energy SystemsChipPAC, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 10,000,000 shares ("Firm Securities") of its Class A common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFBC") (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 500,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsEon Labs, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 9,380,540 shares of its common stock, no par value $.01 per share (“Securities”"SECURITIES") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”"SELLING STOCKHOLDERS") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 419,460 outstanding shares of the Securities (such 9,800,000 shares of Securities being hereinafter referred to as the “Firm Securities”). "FIRM SECURITIES") The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,470,000 additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such 1,470,000 additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 490,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsBIND Therapeutics, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LCC (“Credit Suisse”) and ▇▇▇▇▇ and Company, LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [—] shares (the “Firm Securities”) of its common stock, no $0.0001 par value per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsLaredo Petroleum, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the several Underwriters (collectively, the “Underwriters”) named in Schedule A attached to this underwriting agreement (this “Agreement”), at acting severally and not jointly, the option respective amounts set forth in such Schedule A of a $350,000,000 aggregate principal amount of the Underwriters, an aggregate of not more than additional shares Company’s 6¼% Senior Notes due 2023 (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered SecuritiesNotes”). As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ WLynch, Pierce, ▇▇▇▇▇▇ Partners LLC & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the Underwriters (acting the “Representative”) in such capacityconnection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Laredo Midstream”), and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and collectively with Laredo Midstream, the “Designated UnderwriterInitial Guarantors”), and (ii) has agreed to reserve out any subsidiary of the Firm Securities purchased by it under this Agreement, up to shares, for sale to Company formed or acquired after the Company’s directors, officers, employees and other parties associated Closing Date (as defined below) that executes a supplemental indenture in accordance with the Company terms of the Indenture, and their respective successors and assigns (collectively, the “ParticipantsGuarantors”), pursuant to their guarantees (the “Guarantees”). The Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Prospectus (as defined below) dated as of the date hereof. The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Original Indenture”), among the Company, as the issuer of the Notes, the Initial Guarantors, as the guarantors of the Notes, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as set forth in supplemented by the Final Prospectus (First Supplemental Indenture to be dated as defined herein) under of the heading “Underwriting” Closing Date (the “Directed Share ProgramFirst Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Debt Documents. The Firm Securities to be sold by Laredo Parties and the Designated Underwriter pursuant Underwriters, in accordance with the requirements of Rule 5121(a) (“Rule 5121(a)”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the Directed Share Program terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) as a “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of FINRA (“Rule 5121(f)(12)”) in connection with the offering and sale of the Securities. ▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end QIU.” Each of the business day on which this Agreement is executed will be offered to the public by Laredo Parties hereby confirms its agreement with the Underwriters as set forth in the Prospectus.follows:

Introductory. Orion Energy Systems, K12 Inc., a Wisconsin Delaware corporation (the “Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [•] shares of its common stock, no par value $0.0001 per share (“Securities”) and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree severally to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Company’s Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TM▇▇▇▇▇ WS▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. The Company and the Selling Stockholders hereby agree with the several underwriters as follows:

Introductory. Orion Energy SystemsVital Therapies, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC is acting as representative (the “Representative”), to issue and sell to the several Underwriters [—] shares (the “Firm Securities”) of its common stock, no par value $0.0001 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsNew Omaha Holdings L.P., a Delaware limited partnership (the “Selling Shareholder”) and a shareholder of Fiserv, Inc., a Wisconsin corporation (the “Company”) ), proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters underwriters listed on in Schedule B A hereto (the “Underwriters”) ), for whom you are acting as representatives (the “Representatives”), an aggregate of outstanding 20,000,000 shares of common stock, par value $0.01 per share (the Securities “Securities”), of the Company (such shares of Securities being are hereinafter referred to as the “Firm Securities”). The Company , and also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional shares outstanding Securities (the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of Subject to the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out sale of the Firm Securities purchased by it under the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, up the Underwriters have agreed to shares, for sale sell to the Company’s directors, officers, employees and other parties associated with the Company has agreed herein to purchase from the Underwriters (collectively, the “ParticipantsShare Repurchase”), as set forth in an aggregate of 5,000,000 shares of the Final Prospectus Firm Securities (as defined herein) under the heading “Underwriting” (such shares, hereunder, the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Repurchase Shares”) will be sold by the Designated Underwriter pursuant to Section 4 of this Agreement at Agreement. To the public offering price. Any Directed Shares not subscribed for by extent there are no additional underwriters listed on Schedule A other than you, the end of term “Representative” as used herein shall mean you, as Underwriter, and the business day on which this Agreement is executed will terms “Representatives” and “Underwriters” shall be offered deemed to refer to the public by the Underwriters as set forth sole underwriter in the Prospectus.singular form listed in such Schedule A.

Introductory. Orion Energy Systems, Inc.BSQUARE Corporation, a Wisconsin Washington corporation (“"Company”) "), proposes to issue and sell ________________ shares ("Firm Securities") of its common stockCommon Stock, no par value per share value, (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than _______________ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsEnerNOC, Inc., Inc. a Wisconsin Delaware corporation (“"Company”") proposes to issue and sell to the several Underwriters (as defined below) 3,525,000 shares of its common stock, no par value per share stock (“"Securities”") and each of the shareholders listed persons named in Schedule A1 A hereto (“Covered the "Selling Shareholders”Stockholders") and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose proposes severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding 225,000 shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”). ." The Company also proposes to issue and sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 562,500 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”. ." As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" or the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 100,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Securities to be sold by the Underwriters pursuant to this Agreement will be sold by the Underwriters at the public offering price. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsTRX, Inc., a Wisconsin Georgia corporation (“Company”) proposes to issue and sell [______] shares of its common stock, no par value $.01 per share (“Securities”) and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [______] outstanding shares of the Securities (such [______] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Certain of the Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [______] additional shares of the Securities, as set forth below (such [______] additional shares being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [______] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders severally hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsCommercial Vehicle Group, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell 3,125,000 shares of its common stockCommon Stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 6,125,000 outstanding shares of the Securities (such 9,250,000 shares of Securities being hereinafter referred to as the “Firm Securities”), to the Underwriters (as defined below), for whom Credit Suisse First Boston LLC is acting as representative (the “Representative”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,387,500 additional shares (“Optional Securities”) of its Securities as set forth belowbelow (such 1,387,500 additional shares being hereinafter referred to as the "Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 462,500 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsConsolidated Communications Illinois Holdings, Inc., a Wisconsin Delaware corporation (“Illinois Holdings” and, together with any successor thereto, the “Company”) ), proposes to issue and sell sell, immediately following the reorganization (the “Reorganization”) described in the Registration Statement (as defined herein) 6,000,000 shares (the “Company Firm Securities”) of its common stock, no $0.01 par value per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 9,666,666 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Selling Stockholders Firm Securities”, and together with the Company Firm Securities, the “Firm Securities”). The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,350,000 additional outstanding shares of Securities (“Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston and Citigroup Global Markets Inc. (acting in such capacity, the “Designated UnderwriterUnderwriters”) has have agreed to reserve out up to 5% of the Firm Securities purchased by it under this Agreement, up to shares, Agreement for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter Underwriters pursuant to this Agreement at the public offering price. The Designated Underwriters that manage the Directed Share Program will receive 100% of the discounts and commissions associated with the Directed Shares. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the Company and with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsQuality Distribution, Inc., a Wisconsin Florida corporation (“"Company”) "), proposes to issue and sell 7,000,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 875,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity"CSFB"), (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it the Underwriters under this Agreement, up to 393,750 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems▇▇▇▇▇▇ & Dunlop, Inc., a Wisconsin Maryland corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters an aggregate of [·] shares of its the Company’s common stock, no $0.01 par value per share (“Securities”) ); and the shareholders stockholders of the Company listed in on Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally agree to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [·] shares of the Securities (such Company’s Securities. The [·] shares of Securities being hereinafter referred to as be sold by the Company and the [·] shares of Securities to be sold by the Selling Shareholders are collectively called the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares of its Securities (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners LLC & Co. Incorporated (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (each as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. Concurrently with or immediately prior to the First Closing Date (as defined below), the Company will complete a series of actions and transactions (the “Formation Transactions”) described in the Registration Statement, the General Disclosure Package and the Final Prospectus under the caption “Summary—Our History and Formation Transactions,” “Business—Our History and Formation Transactions” and “Certain Relationships and Related Transactions—Formation Transactions” pursuant to which ▇▇▇▇▇▇ & Dunlop, LLC, ▇▇▇▇▇▇ & Dunlop Multifamily, Inc., ▇▇▇▇▇▇ & Dunlop GP, LLC, GPF Acquisition, LLC, W&D, Inc., Green Park Financial Limited Partnership, ▇▇▇▇▇▇ & Dunlop II, LLC, Green Park Express, LLC and W&D Balanced Real Estate Fund I GP, LLC (each a “Predecessor” and collectively, the “Predecessors”) will become direct or indirect subsidiaries of the Company. As part of the Formation Transactions, the Company and certain other entities have entered into, or will enter into as of the First Closing Date, as the case may be, the agreements identified on Schedule C hereto. Such agreements are hereinafter called, collectively, the “Transaction Documents” and singly a “Transaction Document.” Unless the context requires otherwise, all references to “subsidiary” or “subsidiaries” of the Company shall, in the period prior to the consummation of the Formation Transactions, be deemed to refer to and include a Predecessor or the Predecessors, as applicable.

Introductory. Orion Energy Systems▇▇▇▇▇ Exploration-Permian, Inc.LLC, a Wisconsin Delaware limited liability company and following the Corporate Conversion (as defined below), a Delaware corporation (the “Company”), agrees with SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (“SunTrust”) proposes and Seaport Global Securities LLC (“Seaport Global” and, collectively with SunTrust, the “Representatives”), as representatives of the several Underwriters named in Schedule A hereto (“Underwriters”), following the completion of the Corporation Conversion to issue and sell to the several Underwriters [•] shares of its common stock, no par value $0.01 per share (the “SecuritiesCommon Stock”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding such [•] shares of the Securities (such shares of Securities Common Stock being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares of its Common Stock (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part .” The Company hereby confirms its engagement of Seaport Global as, and Seaport Global hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering contemplated and sale of the Offered Securities. Seaport Global, solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” It is understood and agreed to by this Agreementall parties that prior to the delivery of the Firm Securities, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Exploration-Permian, LLC, a Delaware limited liability company (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “ParticipantsREP LLC”), as will effect a corporate conversion (the “Corporate Conversion”), pursuant to which the following actions, among others more fully set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (each as defined hereinbelow) under the heading “Underwriting” (the “Directed Share ProgramCorporate Conversion”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) , will be sold by effected in accordance with Delaware law: (a) REP LLC will convert from a Delaware limited liability company into a Delaware corporation; and (b) The holders of common units and Series A Preferred Units of REP LLC will receive an aggregate of [•] shares of Common Stock based on the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end relative levels of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth ownership in the ProspectusREP LLC.

Introductory. Orion Energy SystemsHandspring, Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell ____ shares ("FIRM SECURITIES") of its common stockCommon Stock, no $0.001 par value per share (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ____ additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit-Suisse First-Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ____ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, Inc.Fidelity & Guaranty Life, a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [—] shares (“Firm Securities”) of its common stock, no par value $0.01 per share share, (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [—] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “UnderwritingUnderwriting (Conflicts of Interest)” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, 908 Devices Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [●] shares of its common stock, no $0.001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [●] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. C▇▇▇▇ and Company, LLC and SVB Leerink LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Cowen (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, 250,000 shares for sale to the Company’s directors, officers, employees employees, individual stockholders, business associates and other parties associated persons with the Company whom we have a relationship (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc.▇▇▇▇▇▇▇▇ Corporation, a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom Credit Suisse Securities (USA) proposes LLC (“Credit Suisse”) is acting as representative (the “Representative”), to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto 50,000,000 units (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The , with each unit consisting of one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional shares units (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Units”. The Units, Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Underlying Shares”) are herein collectively called the “Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, Units, for sale to family members and friends of the Company’s directors, officers, employees and other parties associated with the Company directors (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. The shares of Common Stock and the Warrants included in the Units will not be separately transferable until five (5) business days following the earlier of the expiration of the Underwriters’ over-allotment option as set forth in Section 3 below, the exercise in full of such option and the Underwriters’ determination not to exercise all or any remaining portion of such option, subject to (a) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the offering of the Units by the Company and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K by the Company which includes such balance sheet. Each Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $6.00 during the period commencing on the later of (i) the consummation by the Company of a “Business Combination” (as defined below) and (ii) one year from the Effective Date (as defined below) of the Initial Registration Statement (as defined

Introductory. Orion Energy Systems, Inc.Mediacom Communications Corporation, a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters") 20,000,000 shares ("Firm Securities") of its common stockClass A Common Stock, no par value $.01 per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC ▇▇▇▇▇▇ Inc. (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 1,000,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company is a recently organized Delaware corporation. Immediately prior to the First Closing Date (as defined below), the holders of all of the outstanding membership interests (the "Membership Interests") in Mediacom LLC, a limited liability company organized under the laws of the State of New York ("Mediacom"), will exchange all such Membership Interests in Mediacom for all of the outstanding capital stock of the Company (the "Exchange Transaction"). As a result of this transaction, Mediacom will become a wholly owned subsidiary of the Company. The Company and Mediacom are collectively referred to herein as the "Mediacom Companies". The Mediacom Companies hereby agree with the several Underwriters as follows:

Introductory. Orion Energy SystemsRamaco Resources, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to the several Underwriters [●] shares of its common stock, no par value per share Common Stock (“Securities”) and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [●] outstanding shares of the Securities (such [●] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares (the “Optional Securities”) of its Securities the Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part The Company is a Delaware corporation that was formed for the purpose of making the proposed issuance and sale of the offering contemplated Offered Securities (the “Offering”). It is understood and agreed to by all parties that concurrently with, or prior to, the closing of this AgreementOffering, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC the Company, will enter into certain corporate reorganization transactions (acting in such capacitythe “Reorganization Transactions”), pursuant to which the following transactions will occur: A. In connection with the Reorganization Transactions, the certificate of incorporation of the Company will be amended and restated (as amended and restated, the “Designated UnderwriterCompany Restated Certificate of Incorporation”) has agreed to reserve out and the bylaws of the Firm Securities purchased by it under this Company will be amended and restated (as amended and restated, the “Company Restated Bylaws”). B. Pursuant to that certain Master Reorganization Agreement, up dated as of [●] (the “Master Reorganization Agreement”), by and among the Company, Ramaco Development, LLC, a Delaware limited liability company (“Ramaco Development”), Ramaco Merger Sub, LLC, a Delaware limited liability company (“Ramaco Merger Sub”), and the Existing Owners (as defined in the Master Reorganization Agreement), to sharesamong other things, for sale to establish the economic terms of the Company’s directorsreorganization. C. Pursuant to an Agreement and Plan of Merger, officers, employees to be entered into on the Closing Date (the “Merger Agreement” and other parties associated together with the Company (collectivelyMaster Reorganization Agreement, the “ParticipantsTransaction Documents”), as set forth by and among the Company and Ramaco Merger Sub, (i) Ramaco Merger Sub will merge with and into Ramaco Development and (ii) the Existing Owners will exchange all of their interests in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed Ramaco Development for by the end all of the business day on which this Agreement is executed Company’s issued and outstanding Securities. As a result, Ramaco Development will be offered to become a direct, wholly owned subsidiary of the public by the Underwriters as set forth in the ProspectusCompany.

Introductory. Orion Energy SystemsFTS International, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [•] shares of its common stock, no par value per share stock and the stockholder listed on Schedule B hereto (the “SecuritiesSelling Stockholder”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally several Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding [•] shares of the Securities Company’s common stock (such [•] aggregate shares of Securities being hereinafter referred to herein as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares of the Company’s common stock (together, “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part Each of the offering contemplated by this Agreement, TCredit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ Partners & Co. LLC (acting in such capacity, the “Designated Underwriter▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has agreed to reserve out a portion of the Firm Securities to be purchased by it under this Agreement, up to shares, Agreement for sale to the Company’s directors, officers, employees and business associates and other parties associated with related to the Company (collectively, “Participants”), as set forth in the General Disclosure Package and the Final Prospectus (each as defined hereinhereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter each of Credit Suisse and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates pursuant to the Directed Share Program (Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the Final Prospectus.. The Company agrees and confirms that references to “affiliates” of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ that appear in this Agreement shall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., Ltd.

Introductory. Orion Energy SystemsPraxis Precision Medicines, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [●] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [●] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [●] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has Underwriters have agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [●] shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and friends of the Company’s and its subsidiaries’ officers, directors and employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement Underwriters at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Inc.ZEFER Corp., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 4,000,000 shares ("FIRM SECURITIES") of its common stock, no par value per share Common Stock (“Securities”"SECURITIES") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Deutsche Bank Securities Inc. (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsSaturn Electronics & Engineering, Inc., a Wisconsin Michigan corporation (“Company”) "COMPANY"), proposes to issue and sell 7,200,000 shares of its common stock, no par value per share (“Securities”) "SECURITIES"), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”"SELLING STOCKHOLDERS") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 4,800,000 outstanding shares of the Securities (such 12,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,800,000 additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such 1,800,000 shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 600,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsMistras Group, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters shares of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares of its Securities and the Selling Stockholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares (such shares of Securities being hereinafter referred to as the “Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsCobalt International Energy, Inc., a Wisconsin corporation Delaware corporation, agrees with the several Underwriters named in Schedule A hereto (“CompanyUnderwriters”) proposes to issue and sell to the several Underwriters 63,000,000 shares (“Firm Securities”) of its the common stock, no par value $0.001 per share share, of the Company (as defined herein) (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.. On or prior to the Closing Date (as defined herein), pursuant to the terms of the reorganization agreement, dated as of [·], 2009 (the “Reorganization Agreement”), among Cobalt International Energy, L.P., Cobalt International Energy, Inc., Cobalt Mergersub, Inc. and other parties signatory thereto, Cobalt International Energy, Inc., a Delaware corporation (“Cobalt Inc.”), will acquire all of the outstanding limited partnership interests in Cobalt International Energy, L.P., a Delaware limited partnership (“Cobalt L.P.”), in exchange for shares of common stock of Cobalt Inc., as described in the General Disclosure Package and the Final Prospectus (as defined herein) under the heading “Corporate Reorganization” (the “IPO Reorganization”). As used in this Agreement, prior to the consummation of the IPO Reorganization, references to the “Company” shall be deemed to be references to Cobalt L.P., and after the consummation of the IPO Reorganization, references to the “Company” shall be deemed to be references to Cobalt Inc.

Introductory. Orion Energy SystemsWoodside Homes, Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters [·] shares of its Class A Common Stock, par value $0.01 per share (“Securities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree with the Underwriters to sell to the several Underwriters an aggregate of [·] outstanding shares of the Securities (such [·] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares of its Securities (such [·] shares of Securities being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. In connection with the consummation of the offering contemplated by this Agreement, all of the classes of the outstanding limited liability company interests in Woodside Homes Company, LLC, a Delaware limited liability company (“Woodside LLC”), will be reclassified and converted into a single new class of limited liability company interests (the “LLC Units”) and, upon consummation of this offering, the Company intends to use the net proceeds from the sale of the Offered Securities to purchase newly issued LLC Units and LLC Units from existing owners in Woodside LLC, as described in further detail in the General Disclosure Package. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [·] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, [·] shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.Kenexa Corporation, a Wisconsin Pennsylvania corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of shares of its common stock, no $ par value per share (“Securities”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm Securities”). Stock.” The Company and the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) also proposes propose to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (the “Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock.” ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”. ), ▇▇▇▇▇▇▇ & Co., LLC, and JMP Securities LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with residing within the Company United States (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsGreenfield Online, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell o shares ("Firm Securities") of its common stockits] Common Stock, no $.001 par value per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.] The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsCertara, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (the “Underwriters”) an aggregate of outstanding [ • ] shares of its common stock, par value $0.01 per share (the Securities “Shares”), and the stockholders of the Company named in Schedule B hereto (such shares collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of Securities being hereinafter referred [ • ] Shares. The [ • ] Shares to as be sold by the Company and the [ • ] Shares to be sold by the Selling Stockholders are collectively called the “Firm Securities”)Shares.” In addition, the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ • ] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B hereto, all as provided in ‎Section 2. The Company also proposes additional [ • ] Shares to issue be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and sell to the Underwritersextent such option is exercised, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities Shares are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TShares.” ▇▇▇▇▇▇▇▇▇ WLLC (“Jefferies”) and ▇▇▇▇▇▇ Partners ▇▇▇▇▇▇▇ & Co. LLC (acting “▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Designated UnderwriterRepresentatives”) in connection with the offering and sale of the Offered Shares. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has agreed to reserve out a portion of the Firm Securities Shares to be purchased by it under this underwriting agreement (this “Agreement, up to shares, ”) for sale to the Company’s directors, officers, employees and business associates and other parties associated with related to the Company (collectively, “Participants”), as set forth in each of the Final Time of Sale Prospectus and the Prospectus (each as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Offered Shares to be sold by the Designated Underwriter ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates pursuant to the Directed Share Program (Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. ” Any Directed Shares not subscribed orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy Systems, Netcentives Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell ______ shares ("Firm Securities") of its common stockCommon Stock, no par value $0.001 per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ______ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”. ." As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [____________________] (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [_________________] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsSportsman’s Warehouse Holdings, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) proposes LLC (“Credit Suisse”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“▇▇▇▇▇▇▇ Sachs”) and the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Credit Suisse and ▇▇▇▇▇▇▇ ▇▇▇▇▇ are acting as representatives (in such capacity, the “Representatives”), to issue and sell to the several Underwriters [# of primary firm shares] shares of its common stock, no par value $0.01 per share (“Securities”) ), and each of SEP SWH Holdings, L.P. and New SEP SWH Holdings, L.P. (each, a “Selling Stockholder” and together, the shareholders listed in Schedule A1 hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” andagrees, together severally with the Covered Selling ShareholdersUnderwriters, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate the number of outstanding shares of the Securities set forth opposite such Selling Stockholder’s name in Schedule B hereto (such shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than up to [# of primary shoe shares] additional shares of Securities, and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, up to the number of additional outstanding shares of Securities set forth opposite such Selling Stockholder’s name in Schedule B hereto (such additional shares, collectively, the “Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of Prior to the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacitydate hereof, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” effected a reincorporation (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed SharesReincorporation”) will from a Utah corporation to a Delaware corporation. For purposes hereof, the term “Company” shall be sold by the Designated Underwriter pursuant deemed to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end include all predecessors of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusSportsman’s Warehouse Holdings, Inc., a Delaware corporation, including, without limitation, Sportsman’s Warehouse Holdings, Inc., a Utah corporation.

Introductory. Orion Energy Systems, Inc.▇▇▇▇▇▇▇▇▇ Financial LLC, a Wisconsin corporation Delaware limited liability company (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters ______ common shares representing limited liability company interests of its common stockthe Company, no par value per share (“Securities”) and the shareholders listed in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose agree severally with the Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of ______ outstanding shares of the Securities (such _______ shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ______ additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. Concurrently with the execution of this agreement, the Company and EMG Holdings, L.P. (“EMG”) will enter into a Securities Purchase Agreement (the “Share Purchase Agreement”) pursuant to which the Company will agree to sell to EMG, and EMG will agree to purchase from the Company, ______ shares of the Company’s Securities (the “Manager Shares”).

Introductory. Orion Energy SystemsThe Circuit City Credit Card Master Trust (the "Trust"), Inc.issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Wisconsin corporation "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (“Company”the "Receivables") proposes generated from time to issue time in a portfolio of credit card accounts (the "Accounts"), collections thereon and sell shares of its common stockcertain related property (collectively, no par value per share (“Securities”the "Trust Property") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell conveyed to the several Underwriters listed on Schedule B hereto Trust by Tyler International Funding, Inc. (“Underwriters”) an aggregate of outstanding shares of "Tyler Funding" or the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”"Transferor"). The Company also proposes Certificates to issue and sell which this agreement applies will be issued pursuant to the UnderwritersAmended and Restated Master Pooling and Servicing Agreement, at dated as of December 31, 2001 (as amended, supplemented or otherwise modified from time to time, the option "Pooling and Servicing Agreement"), among the Transferor, First North American National Bank ("FNANB"), as transferor under the Prior Agreement (as defined in the Pooling and Servicing Agreement) and as servicer (the "Servicer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the applicable Supplement. Each offering of the Underwriters, Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an aggregate of not more than additional shares (“Optional Securities”) of its Securities as underwriting syndicate managed by you. Subject to the terms and conditions set forth below. The Firm Securities and herein, the Optional Securities are herein collectively called Underwriters may purchase from the “Offered Securities”. As Trust all or any part of the Certificates to which this Agreement applies. This Agreement shall not obligate the Underwriters (as defined below) to purchase any of the Certificates to which this Agreement applies, but shall govern any purchases of such Certificates on the applicable Delivery Date. Whenever the Transferor determines to make such an offering contemplated of Certificates to which this Agreement shall apply, it will enter into an agreement (the "Terms Agreement") providing for the sale of such Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the certificates for which a Terms Agreement is entered into will be governed by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in as supplemented by such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Terms Agreement, up to shares, for sale and this Agreement and such Terms Agreement shall inure to the Company’s directors, officers, employees benefit of and other parties associated with be binding upon the Company (collectively, “Participants”), as set forth Underwriters participating in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectussuch Certificates.

Introductory. Orion Energy SystemsSungy Mobile Limited, Inc., a Wisconsin corporation an exempted company with limited liability incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) to issue and sell to the several Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of outstanding 7,000,000 American depositary shares (“ADSs”), each ADS representing six Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Securities Company (such shares of Securities 7,000,000 ADSs being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,050,000 additional shares ADSs (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [—], 2013, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of American depositary shares issued thereunder. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares490,000 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the Final Prospectus.

Introductory. Orion Energy Systems, First Wind Holdings Inc., a Wisconsin Delaware corporation (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters [ ] shares of the Securities its Class A Common Stock, par value $0.001 per share, (“Securities”) (such [ ] shares of Securities being hereinafter referred to as the “Firm Securities”). The Company ) and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part Simultaneously with the consummation of the offering contemplated by this agreement and pursuant to an Agreement and Plan of Merger (“Merger Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreementbe dated on or about , up to shares2010 among First Wind Holdings, for sale to the Company’s directorsLLC, officers, employees and other parties associated with the Company a Delaware limited liability company (collectively, “ParticipantsWind LLC”), the Company and First Wind Merger, LLC, the net proceeds from this offering will be used by the Company to purchase Series A membership interests of Wind LLC. The Company will be the sole managing member of Wind LLC. Such transactions, as set forth described under “The Reorganization and Our Holding Company Structure” in the Final Prospectus General Disclosure Package (as defined herein) under the heading “Underwriting” (below), are referred to herein collectively as the “Directed Share ProgramReorganization Transactions.”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsKemPharm, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (“Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [ ] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and ), of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [ ] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [ ] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. ▇▇▇▇▇ and Company, LLC and RBC Capital Markets, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners RBC Capital Markets, LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, [ ] shares for sale to the Company’s officers, directors, officersemployees, employees investors and their affiliated entities, and other individuals associated with the Company and members of their respective families and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsAmbac Financial Group, Inc., a Wisconsin Delaware corporation (“Company”) proposes ), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom you are acting as representatives (“Representatives”), to issue and sell to the several Underwriters 171,111,112 shares (“Firm Securities”) of its common stock, no par value $0.01 per share (“Securities”) ), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 25,666,667 additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Concurrently herewith, the Company also proposes to issue and sell, pursuant to a separate underwriting agreement (“Equity Unit Underwriting Agreement”) to be entered into by and among the Company and the underwriters named therein (“Equity Unit Underwriters”), 5,000,000 Equity Units of the Company (the “Equity Unit Offering”), and the Company also proposes to issue and sell to the Equity Unit Underwriters, at the option of the Equity Unit Underwriters, an aggregate of not more than 750,000 additional Equity Units to cover over-allotments in connection therewith. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated UnderwriterCiti”) has agreed to reserve out of the Firm Offered Securities purchased by it under set forth opposite its name on the Schedule II to this Agreement, up to sharesone percent (1%) of the shares of Offered Securities, for sale to the Company’s directors, officers, employees directors and other parties associated with the Company managing directors (collectively, “Participants”), as set forth in the General Disclosure Package and Final Prospectus (each as defined hereinbelow) under the heading “Underwriting” therein (the “Directed Share Program”). The Firm Offered Securities to be sold by the Designated Underwriter Citi pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter Citi pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by the end of any Participants by 7:30 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters Representatives as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc.The Trust and The Empire District Electric Company, a Wisconsin corporation Kansas corporation, as depositor of the Trust and as guarantor (“the "Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” " and, together with the Covered Selling ShareholdersTrust, “Selling Shareholders”the "Issuers") propose severally that the Trust issue and sell from time to sell time trust preferred securities registered under the registration statement referred to in Section 3(a), representing beneficial interests in the Trust ("Preferred Securities") guaranteed on a junior subordinated basis by the Company as to the several Underwriters listed payment of distributions, and as to payments on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares liquidation or redemption, to the extent set forth in a guarantee agreement to be dated as of the Closing Date (as defined below) (the "Guarantee") between the Company and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as trustee (the "Guarantee Trustee"). The particular terms of the Preferred Securities, including distribution rate, liquidation amount, maturity and redemption provisions will be set forth in the Purchase Agreement. The Trust is to purchase, with the proceeds of the sale of the Preferred Securities and the sale of its common securities (the "Common Securities") to the Company, a series of corresponding junior subordinated debentures (the "Corresponding Debt Securities") of the Company. The Corresponding Debt Securities will be issued under an Indenture, dated as of September 10, 1999 ("Original Indenture"), by and between the Company and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as trustee (the "Indenture Trustee"), as supplemented and amended, including by a Securities Resolution (as defined in the Indenture) pertaining to the particular series of Corresponding Debt Securities involved in the offering (the Original Indenture as so amended and supplemented, the "Indenture") and will have terms corresponding to the applicable series of Preferred Securities and other terms, with all of such shares terms being determined at the time of sale and being as set forth in the Securities being Resolution relating to such series of Corresponding Debt Securities. The Preferred Securities referred to in Schedule A of the Purchase Agreement are hereinafter referred to as the “Firm "Purchased Preferred Securities”)." The firm or firms, as the case may be, which agree to purchase the Purchased Preferred Securities are hereinafter referred to as the "Purchasers" of such Purchased Preferred Securities. The Company also proposes terms "you" and "your" refer to issue and sell to those Purchasers (or the Underwriters, at Purchaser) who sign the option Purchase Agreement either on behalf of themselves (or itself) only or on behalf of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting several Purchasers named in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”)Schedule A thereto, as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”)case may be. The Firm Purchased Preferred Securities to be sold purchased by the Designated Underwriter pursuant Purchasers are herein referred to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus"Purchasers' Preferred Securities."

Introductory. Orion Energy SystemsGenetron Holdings Limited, Inc., a Wisconsin corporation an exempted company with limited liability incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) to issue and sell to the several Underwriters an aggregate of outstanding shares [●] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [●] ordinary shares, par value US$0.00002 per share of the Securities Company (such shares “Ordinary Shares”). The aggregate of Securities being [●] ADSs to be sold by the Company are hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares [●] ADSs to cover over-allotments (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of .” Unless the offering contemplated by this Agreementcontext otherwise requires, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacityeach reference to the Firm Securities, the “Designated Underwriter”) has agreed Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share ProgramOffered Shares”). The Firm Securities ADSs are to be sold issued pursuant to a Deposit Agreement dated as of [●], 2020 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and the owners and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Designated Underwriter Depositary and evidencing the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive [●] Ordinary Shares deposited pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the ProspectusDeposit Agreement.

Introductory. Orion Energy SystemsTown Sports International Holdings, Inc., a Wisconsin Delaware corporation (“Company”) ), proposes to issue and sell to the Underwriters [ ] shares (the “Firm Primary Shares”) of its common stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [ ] outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Secondary Shares” and, together with the Firm Primary Shares, the “Firm Securities”). The Company Certain of the Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional outstanding shares of the Securities, as set forth below (such [ ] additional shares (being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” The Selling Stockholders that are also management of the Company are referred to herein as “Management Selling Stockholders.” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [ ] (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsIntegrated Defense Technologies, Inc., a Wisconsin Delaware corporation (“Company”"COMPANY") proposes to issue and sell o shares of its common stockCommon Stock, no par value per share $.01 (“Securities”"SECURITIES") and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”"SELLING STOCKHOLDERS") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of o outstanding shares of the Securities (such o shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional shares (“Optional Securities”) of its Securities Securities, and the Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than o additional outstanding shares of the Company's Securities, as set forth belowbelow (such o additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFBC") (the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy SystemsLeju Holdings Limited, Inc., a Wisconsin corporation an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) proposes ), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representative (the “Representative”), to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding 17,700,000 American depositary shares (“ADSs”), each ADS representing one ordinary share of the Securities Company of par value $0.001 per share (“Ordinary Shares”) (such shares of Securities 17,700,000 ADSs being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,655,000 additional shares ADSs (the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it them under this Agreement, Agreement up to shares, 1,416,000 ADSs for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs purchased by the Underwriters will be issued pursuant to a Deposit Agreement dated as of [·], 2014 (the “Deposit Agreement”), entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.

Introductory. Orion Energy SystemsParsley Energy, Inc., a Wisconsin Delaware corporation (“Company”) proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 42,463,636 shares of its Class A common stock, no par value per share stock (“Securities”) and the shareholders stockholders listed in Schedule A1 B hereto (“Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 7,536,364 outstanding shares of the Securities (such 50,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 2,670,200 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a Delaware corporation that was formed for the purpose of making the proposed issuance and sale of the Offered Securities (the “Offering”). Upon consummation of the Offering contemplated by this Agreement, the Company will (i) contribute the net proceeds of the Offering to Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), in exchange for units of membership interest in Parsley LLC (the “PE Units”) and (ii) become the sole managing member of Parsley LLC. It is understood and agreed to by all parties that concurrently with, or prior to, the closing of this Offering, Parsley LLC, will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions will occur: A. The members of Parsley LLC (the “Existing Owners”) will convert their existing membership interests in Parsley LLC into PE Units and the Limited Liability Company Agreement of Parsley LLC will be amended and restated (as amended and restated, the “Parsley First Amended and Restated LLC Agreement”) to, among other things, (i) modify Parsley LLC’s capital structure to consist solely of PE Units and (ii) provide certain of the Existing Owners and their permitted transferees the right, subject to the terms of the Parsley First Amended and Restated LLC Agreement, to exchange their PE Units (together with a corresponding number of shares of Class B Common Stock of the Company) for Securities (or, at Parsley LLC’s option, for a cash payment) on a one-for-one basis, subject to certain adjustments. B. In connection with the Reorganization Transactions, the certificate of incorporation of the Company will be amended and restated (as amended and restated, the “Company Restated Certificate of Incorporation”) and the bylaws of the Company will be amended and restated (as amended and restated, the “Company Restated Bylaws.” C. Pursuant to that certain Master Reorganization Agreement, dated as of May 2, 2014 (the “Master Reorganization Agreement”), by and among the Company, Parsley LLC and the Existing Owners, certain of the Existing Owners will contribute all or a portion of the PE Units received by them in the Reorganization Transactions to the Company in exchange for Securities. D. Pursuant to an Agreement and Plan of Merger, to be entered into on the Closing Date (the “Merger Agreement” and together with the Master Reorganization Agreement, the “Transaction Documents”), by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (“PEEH”) and the Company, PEEH will merge with and into the Company (the “Merger”), with the Company continuing as the surviving entity, and the members of PEEH will receive Securities in exchange for their interests in PEEH in the Merger.

Introductory. Orion Energy SystemsNCS Multistage Holdings, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [ ] shares (the “Firm Securities”) of its common stock, no par value $0.01 per share (“Securities”) and the shareholders ). The stockholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (collectively, “UnderwritersSelling Stockholders”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred agree to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional outstanding shares of the Securities (such [ ] aggregate shares of the Securities being hereinafter referred to as the “Optional Securities”) of its Securities ), as set forth belowin Section 3 of this Agreement. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Fargo Securities, LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company’s directors, officers, employees directors and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in The stockholders whose names are set forth on Schedule A1 A attached hereto (“Covered Selling Shareholders”) and collectively, the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally and not jointly to sell to the several Underwriters listed underwriters whose names are set forth on Schedule B attached hereto (collectively, the “Underwriters”) an aggregate of 10,954,570 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) of the common stock, par value $0.01 per share (the “Securities”), of TransDigm Group Incorporated (formerly TD Holding Corporation), a Delaware corporation (the “Company”), with each Selling Stockholder selling the number of Firm Securities set forth opposite such Selling Stockholder’s name in Schedule A attached hereto. The Company also proposes entities and individuals whose names are set forth on Schedule C attached hereto (collectively, the “Over-Allotment Stockholders” and, together with the Selling Stockholders, the “Participating Stockholders”) propose severally and not jointly to issue and sell to the Underwriters, at the option of the Underwriters, not more than an aggregate of not more than 1,643,186 additional shares of the Securities to cover over-allotments, if any, as provided in Section 3 hereof (the “Optional Securities”) ), with each Over-Allotment Stockholder selling the number of its Optional Securities as set forth belowopposite such Over-Allotment Stockholder’s name in Schedule C attached hereto. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Brothers Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this letter agreement (this “Agreement”), up to 547,729 shares, for sale to certain of the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Participating Stockholders severally (and not jointly) hereby agree with the several Underwriters as follows:

Introductory. Orion Energy Systems, Retek Inc., a Wisconsin Delaware corporation (“Company”) "COMPANY"), proposes to issue and sell 5,000,000 shares ("FIRM SECURITIES") of its common stockCommon Stock, no par value $.01 per share (“Securities”) "SECURITIES"), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional 750,000 shares (“Optional Securities”"OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, TU.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC . (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 500,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and HNC Software Inc., a Delaware corporation ("PARENT"), hereby agree with the several Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Orion Energy Systems, Refco Inc., a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell shares of its common stock, no par value per share stock (“the "Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered the "Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”Stockholders") propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company also proposes to issue and sell to the UnderwritersUnderwriters (as defined below), at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “the "Participants”"), as set forth in the Final Prospectus (as defined hereinbelow) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (such Firm Securities, the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. Credit Suisse First Boston LLC, ▇▇▇▇▇▇▇, Sachs & Co. and Banc of America Securities LLC are referred to herein as the "Representatives". The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.InterTrust Technologies Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares ("Firm Securities") of its common stockCommon Stock, no $0.001 par value per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC ▇▇▇▇▇▇ (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under set forth opposite its name on Schedule A to this Agreement, up to shares, for sale to the Company’s directors's employees, officers, employees officers and directors and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters Designated Underwriter as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.ZEFER Corp., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 4,500,000 shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 675,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Deutsche Bank Securities Inc. (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 450,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsAt Road, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell _______ shares ("Firm Securities") of its common stockCommon Stock, no par value $0.0001 per share (“"Securities”) "), and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than ________ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC __________ (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to _______ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows: ---------- 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that: (a) A registration statement (No. 333-33282) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (i) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement ("initial registration statement") has been declared effective, either (i) an additional registration statement ("additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement

Introductory. Orion Kosmos Energy SystemsLtd., a Bermuda exempted company, agrees with the several Underwriters named in Schedule A hereto (“Underwriters”), for whom Citigroup Global Markets Inc., a Wisconsin corporation Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as Representatives (collectively, the “CompanyRepresentatives”) proposes to issue and sell shares of its to the several Underwriters [·] common stockshares, no par value $0.01 per share share, of the Company (as defined herein) (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company ) and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional outstanding common shares (“Optional Securities”) of its Securities the Company’s Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. On or prior to the Closing Date (as defined herein), pursuant to the terms of a plan of reorganization (the “Plan of Reorganization”), as approved by the Board of Directors of Kosmos Energy Ltd., a Bermuda exempted company (“Kosmos Energy Ltd.”) on [·], 2011, the Company will acquire all of the outstanding interests of Kosmos Energy Holdings, a Cayman Islands exempted company limited by guarantee (“Kosmos Energy Holdings”), in exchange for common shares of the Company, as described in the General Disclosure Package and the Final Prospectus (as defined herein) under the heading “Corporate Reorganization” (the “Corporate Reorganization”). As used in this Agreement, prior to the consummation of the Corporate Reorganization, references to the “Company” shall be deemed to be references to Kosmos Energy Holdings, and after the consummation of the Corporate Reorganization, references to the “Company” shall be deemed to be references to Kosmos Energy Ltd. unless the context otherwise requires.

Introductory. Orion Energy SystemsMetabasis Therapeutics, Inc., a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell shares sell, pursuant to the terms of its common stockthis Agreement, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B A hereto (“the "Underwriters”) ," or, each, an "Underwriter"), an aggregate of outstanding shares of Common Stock, $0.001 par value (the Securities (such "Common Stock") of the Company. The aggregate of shares of Securities being so proposed to be sold is hereinafter referred to as the “"Firm Securities”)Stock". The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (“the "Optional Securities”) of its Securities as set forth belowStock"). The Firm Securities Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". ▇▇ ▇▇▇▇▇ & Co., LLC ("▇▇ ▇▇▇▇▇"), Deutsche Bank Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Incorporated are herein collectively called acting as representatives of the “Offered Securities”. several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, T▇▇ ▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, up to shares, for sale to the Company’s directors, 's customers and business partners and friends of the Company's officers, directors and employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Orion Energy SystemsLoxo Oncology, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of [ ] shares of its common stock, no $0.0001 par value per share (the “SecuritiesCommon Stock”) and of the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding [ ] shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “Firm SecuritiesStock”). The Company also proposes to issue and sell to the Underwriters, at upon the option terms and conditions set forth in Section 3 hereof, up to an additional [ ] shares of Common Stock (the Underwriters, an aggregate of not more than additional shares (“Optional SecuritiesStock”) of its Securities as set forth below). The Firm Securities Stock and the Optional Securities Stock are herein hereinafter collectively called referred to as the “Offered SecuritiesStock”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ Wand Company, LLC (“Cowen”) and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Partners LLC (& Company, Incorporated are acting as representatives of the several Underwriters and in such capacity, capacity are hereinafter referred to as the “Designated UnderwriterRepresentatives.” The Company has entered into a Common Stock Purchase Agreement, dated as of the date hereof (the “Private Placement Agreement”) with an affiliate of New Enterprise Associates 14, L.P., a stockholder of the Company (“NEA”), pursuant to which NEA has agreed to reserve out purchase [ ] shares of Common Stock (the Firm Securities purchased by it under this Agreement, up to shares, for sale “Private Placement Stock”) at a price per share equal to the Company’s directors, officers, employees and other parties associated with initial public offering price to the Company (collectively, “Participants”), public as set forth disclosed in the Final General Disclosure Package (as defined below) and Prospectus (as defined hereinbelow) under the heading “Underwriting” (the “Directed Share ProgramIPO Price”) in a private placement transaction (the “Concurrent Private Placement”). The Firm Securities to be sold by In connection with the Designated Underwriter Concurrent Private Placement, the Underwriters will serve as placement agents pursuant to the Directed Share Program a Placement Agency Agreement (the “Directed SharesPlacement Agency Agreement”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end dated as of the business day date hereof between the Company and the placement agents listed on which this Agreement is executed will be offered Schedule A thereto (the “Placement Agents”). Pursuant to the public by Placement Agency Agreement, the Underwriters as set forth Company shall pay the Placement Agents an aggregate fee equal to 7% of the aggregate purchase price of the Private Placement Stock purchased in the ProspectusConcurrent Private Placement (the “Private Placement Discount”).

Introductory. Orion Energy Systems, Yuanbao Inc., a Wisconsin corporation an exempted company with limited liability incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) to issue and sell to the Underwriters an aggregate of outstanding shares [●] Class A ordinary shares, par value US$0.0001 per share of the Securities Company (such shares “Class A Ordinary Shares”), in the form of Securities being [●] American Depositary Shares (“American Depositary Shares” or “ADSs”). The aggregate of [●] ADSs to be sold by the Company is hereinafter referred to as the “Firm Securities”). Shares.” The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares [●] Class A Ordinary Shares in the form of [●] ADSs (“Optional SecuritiesShares”) of its Securities ), as set forth below. The Firm Securities Shares and the Optional Securities Shares are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TShares.” ▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, Asia) L.L.C. (the “Designated Underwriter”) has agreed to reserve out a portion of the Firm Securities American Depositary Shares to be purchased by it or its affiliates under this Agreement, up to shares, Agreement for sale to the Company’s directors, executive officers, employees employees, and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities American Depositary Shares to be sold by the Designated Underwriter and its affiliates pursuant to the Directed Share Program (are referred to hereinafter as the “Directed American Depositary Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. .” Any Directed American Depositary Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs are to be issued pursuant to a Deposit Agreement dated as of [•], 2025 (the “Deposit Agreement”) among the Company, Citibank, N.A., as Depositary (the “Depositary”), and the beneficial owners and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued under the Deposit Agreement. Each ADS will initially represent the right to receive six Class A Ordinary Shares deposited pursuant to the Deposit Agreement. In separate concurrent private placements, the Company agrees to sell an aggregate of US$1.0 million in Class A Ordinary Shares to Qiming Venture Partners VII, L.P. and Qiming VII Strategic Investors Fund, L.P. (the “CPP Investors”), pursuant to the subscription agreement (the “Concurrent Private Placements”) in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act” or “Act”).

Introductory. Orion Energy SystemsCentillium Communications, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 4,000,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Barney Inc. (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 240,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Westlake Chemical Corporation, a Wisconsin Delaware corporation (“Company”) the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") [____] shares of its common stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” "SECURITIES" and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such [_____] shares of Securities being hereinafter referred to as the “Firm Securities”"FIRM SECURITIES"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [___] additional outstanding shares (“Optional of the Company's Securities”) of its Securities , as set forth belowbelow (such additional shares being hereinafter referred to as the "OPTIONAL Securities"). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Deutsche Bank Securities Inc. (acting in such capacity, the “Designated Underwriter”"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [__________] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “Participants”"PARTICIPANTS"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “Directed Share Program”"DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. The Designated Underwriter that manages the Directed Share Program will receive 100% of the discounts and commissions associated with the Directed Shares. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters as follows:

Introductory. Orion Energy SystemsUniversal Technical Institute, Inc., a Wisconsin Delaware corporation (the “Company”) proposes to issue and sell 3,250,000 shares of its common stock, no par value per share Common Stock (“Securities”) and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 4,250,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). , with each Selling Stockholder selling the number of Firm Securities set forth opposite its name on Schedule A. The Company Selling Stockholders also proposes propose to issue and sell to the Underwriters, at the option of the UnderwritersRepresentative, an aggregate of not more than 1,125,000 additional outstanding shares of the Company’s Securities, as set forth below (such 1,125,000 additional shares (being hereinafter referred to as the “Optional Securities”) ), with each Selling Stockholder selling the number of its Optional Securities as set forth below. opposite its name on Schedule A. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 375,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and each Selling Stockholder hereby agree, severally and not jointly, with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsPRA Health Sciences, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B hereto A (the “Underwriters”) an aggregate of outstanding [·] shares of its common stock, par value $0.01 per share (the Securities “Shares”); and the stockholder of the Company named in Schedule B (such shares the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of Securities being hereinafter referred [·] Shares. The [·] Shares to as be sold by the Company and the [·] Shares to be sold by the Selling Stockholder are collectively called the “Firm Securities”)Shares.” In addition, the Selling Stockholder has granted to the Underwriters an option to purchase up to an additional [·] Shares. The Company also proposes additional [·] Shares to issue and sell be sold by the Selling Stockholder pursuant to such option are collectively called the “Optional Shares.” KKR Capital Markets LLC (“KCM”) shall not act as an Underwriter with respect to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth belowShares. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TShares.” ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting “Jefferies”) and Citigroup Global Markets Inc. (“Citigroup”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Designated UnderwriterRepresentatives”) has agreed in connection with the offering and sale of the Offered Shares. The Representatives agree that up to reserve out [·] of the Firm Securities Shares to be purchased by it under this Agreement, up to shares, the Underwriters (the “Directed Shares”) shall be reserved for sale to the Company’s certain eligible directors, officers, officers and employees of the Company and other parties associated persons having business relationships with the Company (collectively, the “Participants”), as set forth in part of the Final Prospectus (as defined herein) under distribution of the heading “Underwriting” Offered Shares by the Underwriters (the “Directed Share Program”)) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (shall be administered by Fidelity Capital Markets, a division of National Financial Services LLC. To the “extent that the Directed Shares”) will be sold Shares are not orally confirmed for purchase by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for Participants by the end of the first business day on which after the date of this Agreement is executed will Agreement, such Directed Shares may be offered to the public by the Underwriters as set forth in part of the Prospectuspublic offering contemplated hereby.

Introductory. Orion Energy SystemsGreenwich Technology Partners, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsHercules Offshore, Inc.LLC, a Wisconsin Delaware limited liability company, which will convert into a Delaware corporation and change its name to Hercules Offshore, Inc. in the Conversion (“Company”as defined herein) prior to the First Closing Date (as defined herein), proposes to issue and sell shares of its common stock, no par value $0.01 per share (“Securities”) ). References in this agreement to the “Company” which relate to a period of time prior to the Conversion refer to Hercules Offshore, LLC and references to the shareholders “Company” which relate to a period of time after the Conversion refer to Hercules Offshore, Inc. The stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes propose to issue and sell to the UnderwritersUnderwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than additional outstanding shares of the Securities, as set forth below (such additional shares being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC CSFB (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. Prior to the First Closing Date, the Company will convert into a Delaware corporation and all of its membership interests will convert into a total of 23,922,850 shares of Securities as contemplated by the Prospectus (the “Conversion”). The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows:

Introductory. Orion Energy Systems, Inc.Corvis Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell 27,500,000 shares ("Firm Securities") of its common stock, no par value per share stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,125,000 additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has Underwriters have agreed to reserve out of the Firm Securities purchased by it the Underwriters under this Agreement, up to shares, Agreement 1,375,000 shares for sale to the Company’s 's directors, officers, employees and other parties associated with the Company through DB Alex. ▇▇▇▇▇ LLC (the "Designated Dealer") (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter Dealer pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter Dealer pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end before trading of the business day on which this Agreement is executed Offered Securities begins will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.▇▇▇▇▇▇▇▇▇ Financial LLC, a Wisconsin corporation Delaware limited liability company (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters common shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) representing limited liability company interests of the Company, no par value (“Securities”). The Company , and also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares of its Securities (“Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Deutsche Bank Securities Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to common shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsBridgepoint Education, Inc., a Wisconsin Delaware corporation (“"Company”") proposes agrees with the several Underwriters named in Schedule B hereto ("Underwriters") to issue and sell to the several Underwriters 3,500,000 shares of its common stock, no par value $0.01 per share (“"Securities”") and the shareholders stockholders listed in Schedule A1 A hereto (“Covered "Selling Shareholders”Stockholders") and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 10,000,000 outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company Warburg Pincus Private Equity VIII, L.P. ("WP"), as a Selling Stockholder, also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,025,000 additional outstanding shares (“"Optional Securities”") of its Securities the Company's Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsThe stockholder named in Schedule B hereto (the “Selling Shareholder”) of Medpace Holdings, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on underwriters named in Schedule B hereto A (the “Underwriters”) an aggregate of outstanding 4,000,000 shares of the Securities Company’s common stock, par value $0.01 per share (such shares the “Shares”), inclusive of Securities being hereinafter referred the Repurchase Shares (as defined below). The 4,000,000 Shares to as be sold by the Selling Shareholder are called the “Firm Securities”)Shares.” In addition, the Selling Shareholder has granted to the Underwriters an option to purchase up to an additional 600,000 Shares as provided in Section 2. The Company also proposes additional 600,000 Shares to issue be sold by the Selling Shareholder pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and sell to the Underwritersextent such option is exercised, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities Shares are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, TShares.” ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting “Jefferies”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Designated UnderwriterRepresentatives”) has agreed to reserve out in connection with the offering and sale of the Firm Securities purchased Offered Shares pursuant to this underwriting agreement (this “Agreement”). Subject to the sale of the Offered Shares by it under the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, up the Underwriters have agreed to shares, for sale sell to the Company’s directors, officersand the Company has agreed herein to purchase from the Underwriters (the “Share Repurchase”), employees an aggregate of 2,000,000 of the Offered Shares (the “Repurchase Shares”) pursuant to Section 2 of this Agreement. The Company has prepared and other parties associated filed with the Company Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-220306, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “ParticipantsSecurities Act”), as set forth in including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the Final Prospectus (as defined herein) time of effectiveness pursuant to Rule 430A or Rule 430B under the heading “Underwriting” (Securities Act, is called the “Directed Share Program”). The Firm Securities to be sold Registration Statement.” Any registration statement filed by the Designated Underwriter Company pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.Rule

Introductory. Orion Energy SystemsLocal Matters, Inc., a Wisconsin Delaware corporation (“the "Company”) "), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of shares of its common stock, no par value $0.001 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and "Common Stock"), of the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an Company. The aggregate of outstanding shares of the Securities (such shares of Securities being so proposed to be sold is hereinafter referred to as the “"Firm Securities”)Stock". The Company also proposes to issue and sell to the Underwriters, at upon the option of the Underwritersterms and conditions set forth in Section 3 hereof, up to an aggregate of not more than additional shares of Common Stock (“the "Optional Securities”) of its Securities as set forth belowStock"). The Firm Securities Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". ▇▇▇▇▇ and Company, LLC ("Cowen") and CIBC World Markets Corp., JMP Securities LLC and ▇▇▇▇▇▇▇ & Company, Inc. are herein collectively called acting as representatives of the “Offered Securities”. several Underwriters and in such capacity are hereinafter referred to as the "Representatives." [As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Cowen (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities Stock purchased by it under this Agreement, Agreement up to shares, shares for sale to the Company’s 's and its subsidiaries' officers, directors, employees, customers and business partners and friends of the Company's and its subsidiaries' officers, directors and employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.]

Introductory. Orion Energy SystemsSubject to the terms of this Agreement, Entropic Communications, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell to the several Underwriters named in Schedule B hereto (the “Underwriters”) for whom Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇ Brothers Inc. are acting as representatives (the “Representatives”) 10,000,000 shares of its common stock, no par value $0.001 per share (the “Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such Securities”)(such 10,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company and the stockholders listed on Schedule A hereto (the “Selling Stockholders”) also proposes agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional shares of its Securities to cover over-allotments, if any, as provided in Section 3 hereof (such 1,500,000 shares of Securities being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsOoma, Inc., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [●] shares (“Firm Securities”) of its common stockCommon Stock, no par value $0.0001 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC [Credit Suisse Securities (acting in such capacity, USA) LLC] (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsVirata, Inc., a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell to the Underwriters shares ("Firm Securities") of its common stock, no par value per share Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $______________ additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, "CSFBC") (the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to __________________________ shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” "Underwriters" (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed orally confirmed for purchase by a Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy SystemsHercules Offshore, Inc.LLC, a Wisconsin Delaware limited liability company, which will convert into a Delaware corporation and change its name to Hercules Offshore, Inc. in the Conversion (“Company”as defined herein) prior to the First Closing Date (as defined herein), proposes to issue and sell 6,250,000 shares of its common stock, no par value $0.01 per share (“Securities”) ). References in this agreement to the “Company” which relate to a period of time prior to the Conversion refer to Hercules Offshore, LLC and references to the shareholders “Company” which relate to a period of time after the Conversion refer to Hercules Offshore, Inc. The stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of 2,950,000 outstanding shares of the Securities (such 9,200,000 shares of Securities to be sold by the Company and the Selling Stockholders being hereinafter referred to as the “Firm Securities”). The Company Selling Stockholders also proposes propose to issue and sell to the UnderwritersUnderwriters (as defined herein), at the option of the Underwriters, an aggregate of not more than 1,380,000 additional outstanding shares of the Securities, as set forth below (such 1,380,000 additional shares (being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC CSFB (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 460,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. Prior to the First Closing Date, the Company will convert into a Delaware corporation and all of its membership interests will convert into a total of 23,922,850 shares of Securities as contemplated by the Prospectus (the “Conversion”). The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows:

Introductory. Orion Energy Systems, AbCellera Biologics Inc., a Wisconsin corporation incorporated under the Business Corporations Act (British Columbia) (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agrees with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) an aggregate of outstanding to issue and sell to the several Underwriters [●] common shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”) without par value (“Securities”). The Company , and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares (“Optional Securities”) of its the Company’s Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, [●] common shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Offered Securities will be offered and sold in the United States pursuant to a Registration Statement (as defined below) and in Canada on a private placement basis pursuant to a preliminary and final Canadian offering memorandum (the “Canadian Private Placement Memorandum”).

Introductory. Orion Energy Systems, Inc.Global Education & Technology Group Limited, a Wisconsin Cayman Islands corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) proposes to issue and sell shares to the Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of its common stock6,375,000 American Depository Shares (“ADSs”), no each ADS representing four ordinary shares, par value US$0.0001 per share (the “SecuritiesOrdinary Shares”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and), together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred Company. The 6,375,000 ADSs to as be sold by the Company are herein called the “Firm Securities”). .” The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 956,250 additional shares ADSs (the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”). As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities to be purchased by it under this Agreement, up to shares, 318,750 ADSs for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The ADSs purchased by the Underwriters pursuant to this agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs.

Introductory. Orion Energy Systems, Inc.Verso Paper Corp., a Wisconsin Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters 18,750,000 shares of its common stockCommon Stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such 18,750,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company Verso Paper Management LP, a Delaware limited partnership (“Selling Stockholder”), also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,812,500 additional outstanding shares (“Optional Securities”) of its Securities the Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Citigroup Global Markets Inc. (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares5% of the Offered Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsCBOT Holdings, Inc., a Wisconsin Delaware corporation (the “Company”) ), proposes to issue and sell shares of its Class A common stock, no par value $0.001 per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 A hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling ShareholdersStockholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares of its Securities, as set forth below (such additional shares being hereinafter referred to as the “Optional Securities”) of its Securities as set forth below). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse First Boston LLC (acting in such capacity, “CSFB”) (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to certain members of Board of Trade of the Company’s City of Chicago, Inc. and certain directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. The Directed Shares to be sold by the Designated Underwriter shall be deemed to consist solely of shares issued and sold by the Company and shall be deemed not to include any shares sold by the Selling Stockholders. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Underwriters”) as follows:

Introductory. Orion Energy SystemsThe shareholders of Vipshop Holdings Limited, Inc., a Wisconsin corporation an exempted company incorporated in the Cayman Islands (“Company”) proposes to issue and sell shares of its common stock), no par value per share (“Securities”) and the shareholders listed in Schedule A1 B hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally agree, severally, subject to the terms and conditions stated herein, to sell to the several Underwriters listed on named in Schedule B A hereto (“Underwriters”) ), an aggregate of outstanding shares 1,140,000 American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Securities (such shares Company, and, at the election of Securities being the Underwriters, up to an aggregate of 171,000 additional ADSs. The aggregate of 1,140,000 ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Firm Securities”). The Company also proposes to issue ,” and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than up to 171,000 additional shares (ADSs to be sold by the Selling Shareholders are hereinafter referred to as the “Optional Securities”) .” Schedule B attached hereto lists the number of its Firm Securities as set forth belowand maximum number of Optional Securities, if any, to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are herein hereinafter collectively called referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). As part The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of March 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. Concurrently with the issuance and offering contemplated of the Offered Securities, the Company is offering in an offering registered under the Act (as defined below) by this Agreement, Tmeans of a base prospectus as supplemented by a prospectus supplement US$400,000,000 aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (Asia) L.L.C. and Deutsche Bank Securities Inc. are acting in such capacity, as underwriters (collectively the “Designated UnderwriterNote Underwriters”) has agreed to reserve out in the concurrent offering of the Firm Securities purchased by it under this Agreement, Notes. The Company has granted the Notes Underwriters an option to purchase up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”)an additional US$60,000,000 aggregate principal amount of Notes. The Firm Securities to be sold by Company and the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) Note Underwriters will be sold by the Designated Underwriter pursuant entering into an underwriting agreement with respect to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectussuch concurrent offering.

Introductory. Orion Energy SystemsDiplomat Pharmacy, Inc., a Wisconsin Michigan corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) proposes to issue and sell to the several Underwriters [•] shares of its common stock, no par value per share (“Securities”) ), and the shareholders stockholders listed in Schedule A1 B hereto (collectively, the “Covered Selling ShareholdersStockholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together agree severally with the Covered Selling Shareholders, “Selling Shareholders”) propose severally Underwriters to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of [•] outstanding shares of the Securities (such [•] shares of Securities being hereinafter referred to as the “Firm Securities”), after giving effect to the conversion of shares of the Company’s Series A Preferred Stock, Class A Voting Common Stock and Class B Nonvoting Common Stock into Securities (collectively, the “Conversion”), in each case as described in the General Disclosure Package and Final Prospectus. The Company also proposes Selling Stockholders agree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional outstanding shares of the Securities (collectively, “Optional Securities”) of its Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners Credit Suisse Securities (USA) LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares[•] shares of the Securities, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

Introductory. Orion Energy SystemsTalentPoint, Inc., a Wisconsin Pennsylvania corporation (“"Company”") proposes to issue and sell shares of its common stock, no $.01 par value per share (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “"Firm Securities”"). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities Securities, as set forth belowbelow (such additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Regal Entertainment Group, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell [18,000,000] shares ("Firm Securities") of its common stockClass A Common Stock, no par value $0.001 per share (“"Securities”") and the shareholders stockholders listed in on Schedule A1 A hereto (“Covered "Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”Stockholders") propose severally and not jointly to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [2,700,000] additional shares (“Optional Securities”) of its the Securities as set forth belowbelow (such [2,700,000] shares being hereinafter referred to as "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC Credit Suisse First Boston Corporation (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [900,000] shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company and the Selling Stockholders, severally and not jointly, hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems, Inc.Intersil Holding Corporation, a Wisconsin Delaware corporation (“"Company”) "), proposes to issue and sell |X| shares ("Firm Securities") of its common stock, no par value per share Class A Common Stock (“"Securities”") and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than |X| additional shares (“"Optional Securities”") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “"Offered Securities”". As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC CSFBC (acting in such capacity, the “"Designated Underwriter”") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to |X| shares, for sale to the Company’s 's directors, officers, employees and other parties associated with the Company (collectively, “"Participants”"), as set forth in the Final Prospectus (as defined herein) under the heading “"Underwriting” " (the “"Directed Share Program”"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “"Directed Shares”") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.. The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

Introductory. Orion Energy Systems▇▇▇▇▇▇▇ Minerals, Inc., a Wisconsin Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) proposes LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A hereto (the “Underwriters”), to issue and sell to the Underwriters 14,500,000 shares of its Class A common stock, no par value $0.01 per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such 14,500,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,175,000 additional shares of its Securities (the “Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. .” As part of the offering contemplated by this agreement (this “Agreement”), T▇▇▇▇▇ W▇▇▇▇▇ Partners UBS Securities LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, Agreement up to shares, 725,000 shares for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by UBS Financial Services Inc., a selected dealer affiliated with the Designated Underwriter Underwriter, pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter UBS Financial Services Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. The Company is a Delaware corporation that was formed in contemplation of the proposed issuance and sale of the Offered Securities (the “Offering”). It is understood and agreed to by all parties that immediately prior to the initial closing of the Offering, the Company will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the following transactions, among others, will occur (as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below)): (a) all of the outstanding membership interests in ▇▇▇▇▇▇▇ LLC will be converted into a single class of common units in ▇▇▇▇▇▇▇ LLC (“▇▇▇▇▇▇▇ LLC Units”); (b) the Company will issue shares of Class A common stock to certain of its Existing Owners (as defined below) in exchange for incentive units in ▇▇▇▇▇▇▇ Equity Holdings, LLC (“▇▇▇▇▇▇▇ Equity Holdings”); (c) ▇▇▇▇▇▇▇ Equity Holdings will distribute all of its equity interests in ▇▇▇▇▇▇▇ Minerals Holdings, LLC (“▇▇▇▇▇▇▇ LLC”), other than its interests in ▇▇▇▇▇▇▇ LLC attributable to certain unvested incentive units in ▇▇▇▇▇▇▇ Equity Holdings, to the Company, the Company’s management team and other investors and certain entities affiliated with Warburg Pincus LLC, Yorktown Partners LLC and Pine Brook Road Advisors, LP (collectively, the “Existing Owners”) (which will result in the ownership in ▇▇▇▇▇▇▇ LLC of the Company’s Existing Owners who hold unvested incentive units remaining consolidated in ▇▇▇▇▇▇▇ Equity Holdings); (d) the Company will issue and sell the Offered Securities to the Underwriters; (e) each holder of ▇▇▇▇▇▇▇ LLC Units following the restructuring (a “▇▇▇▇▇▇▇ Unit Holder”) other than the Company and its Subsidiaries, will receive a number of shares of the Company’s Class B common stock equal to the number of ▇▇▇▇▇▇▇ LLC Units held by such ▇▇▇▇▇▇▇ Unit Holder following the Offering; and (f) the Company will contribute the net proceeds of the Offering to ▇▇▇▇▇▇▇ LLC in exchange for an additional number of ▇▇▇▇▇▇▇ LLC Units such that the Company holds a total number of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of the Company’s Class A common stock outstanding following the Offering.