First Offer and Co-Sale Agreement Sample Contracts

AMENDED AND RESTATED FIRST OFFER AND CO-SALE AGREEMENT
First Offer and Co-Sale Agreement • August 20th, 2007 • Orion Energy Systems, Inc. • Wisconsin

This AMENDED AND RESTATED FIRST OFFER AND CO-SALE 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”), the officers and directors of the Company listed on Schedule A hereto (the “Shareholders”), Clean Technology Fund II, LP (“CTF”), CapVest Venture Fund, LP “(CapVest”), Technology Transformation Venture Fund, LP (“TTVF’) and GE Capital Equity Investments, Inc. (“GE”). CTF, CapVest and TTVF are collectively referred to herein as the “Series C Investors” and the Series C Investors and GE are collectively referred to herein as the “Investors.” The Investors, together with any transferee of (i) the Series C Senior Convertible Preferred Stock (the “Series C Preferred Stock”); (ii) the Convertible Subordinated Promissory Notes (the “Notes”) issued pursuant to that certain Strategic Alliance and Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”); or (iii) commo

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