Orion Energy Systems, Inc. Sample Contracts

ORION ENERGY SYSTEMS, INC. Common Stock (no par value per share) At Market Issuance Sales Agreement
Orion Energy Systems, Inc. • March 26th, 2021 • Electric lighting & wiring equipment • New York
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4,750,000 Shares1 ORION ENERGY SYSTEMS, INC. Common Stock, no par value PURCHASE AGREEMENT
Purchase Agreement • February 20th, 2015 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York

Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 4,750,000 shares (the “Firm Shares”) of Common Stock, no par value (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriter an option to purchase up to 712,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

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ORION ENERGY SYSTEMS, INC. and WELLS FARGO BANK, N.A. Rights Agent RIGHTS AGREEMENT Dated as of January 7, 2009
Rights Agreement • January 8th, 2009 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, dated as of January 7, 2009, between ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association (the “Rights Agent”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • June 5th, 2020 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Amended and Restated Executive Employment and Severance Agreement (“Agreement”) is between the executive named above (“Executive”) and Orion Energy Systems, Inc. (“Orion” or the “Company”), effective as of the effective date set forth above (“Effective Date”), and amends and restates in its entirety the existing Executive Employment and Severance Agreement between the Executive and the Company dated and effective as of June 8, 2017 (“Prior Agreement”).

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EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Executive Employment and Severance Agreement • September 28th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Agreement (“Agreement”) is between the Executive named above (“Executive”), on the one hand, and Orion Energy Systems, Inc. (“Orion” and, together with its subsidiaries, the “Company”), on the other.

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CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • February 9th, 2015 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Minnesota

THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 6, 2015, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Orion”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Orion Asset”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”; together with Orion, Great Lakes and Orion Asset, “Borrowers”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), ORION OPERATIONS, LLC, a Wisconsin limited liability company (“Orion Operations”), ORION SHARED SERVICES, LLC, a Wisconsin limited liability company (“Orion Services”), ORION AVIATION, LLC, a Wisconsin limited liability company (“Orion Aviation”), and ORION LED CANADA INC., a corporation organized under the laws of the Province of British Columbia (“Orion

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ORION ENERGY SYSTEMS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 22nd, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, dated as of February 21, 2022, but effective as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).

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REVOLVING LINE OF CREDIT NOTE
Orion Energy Systems, Inc. • March 21st, 2008 • Electric lighting & wiring equipment • Wisconsin

FOR VALUE RECEIVED, the undersigned ORION ENERGY SYSTEMS, INC. and GREAT LAKES ENERGY TECCHNOLOGIES, LLC (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 100 East Wisconsin Avenue, Suite #1400, Milwaukee, WI 53202, Wisconsin, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Twenty Five Million Dollars ($25,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

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AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 8th, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Illinois

WHEREAS, the Existing Borrowers, the Guarantors and the Lender have entered into that certain Loan and Security Agreement dated as of December 29, 2020 (as amended, restated, extended, supplemented or otherwise modified, the “Loan Agreement”).

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Contract
Orion Energy Systems, Inc. • August 20th, 2007 • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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COOPERATION AGREEMENT
Cooperation Agreement • January 4th, 2023 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Cooperation Agreement (this “Agreement”) is made and entered into as of January 3, 2023, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the entities and natural persons set forth on the signature page hereto (collectively, “Investor”) (each of the Company and Investor, a “Party” to this Agreement, and collectively, the “Parties”).

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ORION ENERGY SYSTEMS, INC. RESTRICTED STOCK AWARD AGREEMENT (100% Restricted Stock) (for Non-Employee Members of the Board of Directors)
Restricted Stock Award Agreement • August 10th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Non-Employee Director Grantee specified above (“Grantee”).

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ORION ENERGY SYSTEMS, INC. TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT
Tandem Restricted Stock and Cash Award Agreement • June 12th, 2023 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).

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EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • August 4th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Agreement (“Agreement”) is between the individual named above (“Executive”), and Orion Energy Systems, Inc. (“Orion”) effective as of the date above.

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AMENDED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
And Severance Agreement • August 3rd, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Amended Executive Employment Agreement (“Agreement”) is between the executive named above (“Executive”) and Orion Energy Systems, Inc. (“Orion” or the “Company”) effective as of the effective date set forth above (“Effective Date”).

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ORION ENERGY SYSTEMS, INC. TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT
Tandem Restricted Stock and Cash Award Agreement • August 10th, 2016 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).

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JOINDER AND FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 4th, 2013 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

THIS JOINDER AND FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 30, 2013 (this “Amendment”) is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the “Bank”), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Borrower”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“OAM”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“CES”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“GLET”), HARRIS MANUFACTURING, INC., a Florida corporation (“HMI”), and HARRIS LED, LLC, a Florida limited liability company (“HLED” and together with the Borrower, OAM, CES, GLET and HMI each individually, a “Loan Party” and collectively, the “Loan Parties”), and amends and supplements that certain Credit Agreement dated as of June 30, 2010, as amended to date (as so amended, the “Credit Agreement”), by and among the Bank and the Loan Parties (other than HMI and HLED).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 3rd, 2014 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August 29, 2014 (this "Amendment") is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the "Bank"), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (the "Borrower"), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation ("OES"), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company ("CES"), and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company ("GLET"), HARRIS MANUFACTURING, INC., a Florida corporation ("HMI"), and HARRIS LED, LLC, a Florida limited liability company ("HLED" and together with the Borrower, OES, CES, GLET and HMI each individually, a "Loan Party" and collectively, the "Loan Parties"), and amends and supplements that certain Credit Agreement dated as of September 30, 2011, as amended to date (as so amended, the "Credit Agreement"), by and among the Bank and the Loan Parties.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Employment and Severance Agreement • June 5th, 2020 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

This Amended and Restated Executive Employment Agreement (“Agreement”) is between the executive named above (“Executive”), and Orion Energy Systems, Inc. (“Orion” or the “Company”) effective as of the effective date set forth above (‘Effective Date”) and amends and restates in its entirety the existing Executive Employment and Severance Agreement between the Executive and the Company dated and effective as of August 6, 2016 (“Prior Agreement”).

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Shares ORION ENERGY SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York

c/o Thomas Weisel Partners LLC As Representative of the Several Underwriters, One Montgomery Street San Francisco, California 94104

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ORION ENERGY SYSTEMS, INC. NOTE PURCHASE AGREEMENT August 3, 2007
Note Purchase Agreement • October 2nd, 2007 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of August, 2007, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the investors identified on the attached Schedule 1 (the “Investors”).

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ORION ENERGY SYSTEMS, INC. AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 3rd, 2019 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

AMENDMENT (the “Amendment”) made and entered into as of January 3, 2019 by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (as successor to Wells Fargo Bank, N.A.), as rights agent (the “Rights Agent”), under the Rights Agreement, dated as of January 7, 2009 between the Company and the Rights Agent (the “Agreement”). Capitalized terms used but not expressly defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

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BUSINESS FINANCING AGREEMENT
Business Financing Agreement • October 30th, 2018 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • California

This BUSINESS FINANCING AGREEMENT, dated as of October 26, 2018, is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“Lender”), on the one hand, and ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Schedule 1 attached hereto, and such other direct or indirect Subsidiaries of Parent that may hereafter become parties hereto (collectively with Parent, “Borrowers” and each a “Borrower”), on the other hand, on the following terms and conditions:

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ORION ENERGY SYSTEMS, INC. As Amended and Restated Effective December 24, 2007 and Amended October 27, 2010 RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 9th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of June 18, 2012 by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and (“Grantee”).

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

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

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ORION ENERGY SYSTEMS, INC. TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENT
Tandem Performance Share and Cash Award Agreement • June 12th, 2023 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).

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ORION ENERGY SYSTEMS, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • June 10th, 2022 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).

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Contract
Orion Energy Systems, Inc. • December 6th, 2012 • Electric lighting & wiring equipment

As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated September 27, 2012 (“Employment Agreement”) by amending and restating the definition of “Good Reason” set forth in Section 2(k) of the Employment Agreement as follows:

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AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENT
Business Financing Agreement • November 22nd, 2019 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

This AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of November 21, 2019, is entered into by and between WESTERN ALLIANCE BANK, an Arizona corporation Lender”), one the one hand, and, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Schedule 1 attached to the Agreement defined below, and such other direct or indirect Subsidiaries of Parent that may hereafter become parties hereto (collectively with Parent, “Borrowers” and each a “Borrower”), on the other hand, with reference to the following facts:

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ORION ENERGY SYSTEMS, LTD. STOCK OPTION AGREEMENT
Stock Option Agreement • August 20th, 2007 • Orion Energy Systems, Inc.

THIS AGREEMENT (the “Agreement”), is entered into as of this _________day of ___, 20___by ORION ENERGY SYSTEMS, LTD., a Wisconsin corporation (the “Company”), with _________(the “Participant”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 26th, 2012 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 25, 2012 (this “Amendment”) is by and among JPMORGAN CHASE BANK, N.A., a national banking association (the “Bank”), ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Borrower”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“OAM”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“CES”), and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“GLET” and together with the Borrower, OAM and CES, each individually, a “Loan Party” and collectively, the “Loan Parties”), and amends and supplements that certain Credit Agreement dated as of June 30, 2010, as amended to date (as so amended, the “Credit Agreement”), by and among the Bank and the Loan Parties.

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ORION ENERGY SYSTEMS, LTD. SERIES C SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the ___ day of , by and among Orion Energy Systems, Ltd., a Wisconsin corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

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CREDIT AGREEMENT
Credit Agreement • March 21st, 2008 • Orion Energy Systems, Inc. • Electric lighting & wiring equipment • Wisconsin

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of March 18, 2008, by and between ORION ENERGY SYSTEMS, INC., a Wisconsin corporation and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (each individually, a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.

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ORION ENERGY SYSTEMS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 3, 2007
Investors’ Rights Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 3rd day of August, 2007, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the investors listed on the signature pages hereto, each of which is herein referred to as an “Investor.” This Agreement shall supersede a certain Investors’ Rights Agreement, dated as of July 31, 2006 and the Joinder thereto dated as of September 28, 2006 (collectively, the “Original Agreement”), and such Original Agreement shall be terminated and all rights and obligations pursuant thereto shall be of no further force and effect as of the date hereof.

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Contract
Orion Energy Systems, Inc. • December 6th, 2012 • Electric lighting & wiring equipment

As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated November 9, 2012 (“Employment Agreement”) by amending and restating the definition of “Good Reason” set forth in Section 2(k) of your Employment Agreement as follows:

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