Orion Energy Systems, Inc 8-K, filed Oct 3, 2025
Orion Energy Systems, Inc. (OESX)
About this 8-K
Orion Energy Systems, Inc filed this 8-K on October 3, 2025, reporting on events of September 30, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement. |
The information included, or incorporated by reference, in Item 2.03 below, is incorporated by reference into this Item 1.01.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on June 23, 2025, Orion Energy Systems, Inc. (the “Company”) entered into a binding term sheet (as subsequently amended, the “Term Sheet”) with Final Frontier, LLC (“Final Frontier”) and its owner Kathleen Connors, the prior owner of Voltrek, LLC (“Voltrek”), with respect to the Company’s remaining earnout obligations owed to Final Frontier pursuant to its October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, the Company paid Final Frontier $500,000, and on September 2, 2025 the Company paid an additional $375,000, in full and final payment of its fiscal 2024 Voltrek acquisition earnout obligations. Additionally, pursuant to the Term Sheet, on July 16, 2025, the Company issued $1.0 million in common stock of the Company, constituting 1,649,077 shares, to Kathleen Connors in partial payment of the Company’s fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earnout obligations. The Company agreed with Final Frontier to pay the remainder of the finally determined remaining amount of the Company’s fiscal 2025 earnout obligations (the “Remaining Earnout Amount”) pursuant to the Subordinated Loan Agreement (as defined below). The Company and Final Frontier agreed to submit the final determination of its Remaining Earnout Amount to binding arbitration.
Pursuant to the Term Sheet, on September 30, 2025, the Company, as borrower, Great Lakes Energy Technologies, LLC (“Great Lakes”), Clean Energy Solutions, LLC (“Clean Energy”), Orion Asset Management, LLC (“Asset Management”), Orion Technologies Ventures, LLC (“Orion Technology”, and together with Voltrek, Clean Energy, Asset Management and Orion Technology, the “Company Subsidiaries”) and Voltrek, as guarantors, and Final Frontier, as lender, entered into a senior subordinated loan agreement (the “Subordinated Loan Agreement”), pursuant to which Final Frontier agreed to defer payment of the Remaining Earnout Amount by the Company pursuant to the terms of the Subordinated Loan Agreement. The Company’s obligation to pay the Remaining Earnout Amount is further evidenced by a senior subordinated note issued by the Company under the Subordinated Loan Agreement (the “Senior Subordinated Note”). The Company agreed to pay monthly principal payments to Final Frontier on the Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through the maturity date of July 15, 2027. The Company also agreed to pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025, subject to adjustment following the final determination in binding arbitration of the Remaining Earnout Amount, as set forth in more detail in the Subordinated Loan Agreement. The Company has the right to pay up to 20% of the remaining principal on the Senior Subordinated Note on the maturity date in shares of its common stock.
On September 30, 2025, in order to secure the Company’s obligations to Final Frontier under the Subordinated Loan Agreement and Senior Subordinated Note, the Company, the Company Subsidiaries and Final Frontier entered into a security agreement (the “Security Agreement”), pursuant to which the Company and each Company Subsidiary granted Final Frontier a security interest in, and lien upon, substantially all of the Company’s and each Company Subsidiary’s assets, which security interest and lien are subordinated pursuant to the Subordination Agreement (as defined below) to the first priority security interest and lien of Bank of America, N.A. (“Bank of America”).
Additionally, on September 30, 2025, the Company, the Company Subsidiaries, Final Frontier and Bank of America, entered into a subordination and intercreditor agreement (the “Subordination Agreement”), pursuant to which the Company and the Company Subsidiaries’ obligations under the Subordinated Loan Agreement and Senior Subordinated Note and liens granted under the Security Agreement are subordinated to the Company’s senior credit facilities with Bank of America, as set forth in more detail in the Subordination Agreement.
In connection with the Company’s entry into the Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, on September 30, 2025, the Company, the Company Subsidiaries and Bank of America entered into an amendment no. 4 to loan and security agreement (“Amendment No. 4 to Senior Loan Agreement”), pursuant to which Bank of America consented to the subordinated liens granted by the Company and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount or (b) such higher amount as consented to in writing by Bank of America promptly following its receipt of notice of the binding arbitration decision. In addition, the Amendment No. 4 to Senior Loan Agreement permits the Company to make the cash interest and principal payments to Final Frontier as set forth in the Subordinated Loan Agreement, subject to the terms set forth in the Amendment No. 4 to Senior Loan Agreement and the Subordination Agreement. The Amendment No. 4 to Senior Loan Agreement amends that certain Loan and Security Agreement, dated as of December 29, 2020 (as amended, the “Senior Loan Agreement”), by and among the Company, the Company Subsidiaries and Bank of America.
Also pursuant to the Term Sheet, on September 30, 2025, the Company, Final Frontier and Kathleen Connors entered into a support agreement (the “Support Agreement”). Under the Support Agreement, Final Frontier and Ms. Connors agreed not to initiate, propose, support or otherwise participate in any business combination transaction, proxy contest, proxy solicitation or shareholder
proposal affecting or relating to the Company and not to attempt to influence or interfere with or otherwise adversely affect the board of directors (the “Board”), management or affairs of the Company. Additionally, Final Frontier and Ms. Connors agreed to vote all shares of Company common stock owned by them in favor of any recommendation of the Board that is submitted to a vote of the Company’s shareholders. The obligations under the Support Agreement terminate upon the earliest to occur of the repayment of the Senior Secured Note, the maturity of the Senior Secured Note and the date that the Senior Secured Note is accelerated or could be accelerated.
Also pursuant to the Term Sheet, on September 30, 2025, the Company and Kathleen Connors entered into a Board observer agreement (the “Board Observer Agreement”). Under the Board Observer Agreement, Ms. Connors was granted the option and right to attend specific portions of the Company’s regularly scheduled quarterly Board meetings to the extent otherwise attended by other operational non-director management members, subject to certain limitations and exceptions set forth in the Board Observer Agreement. Ms. Connors will not have voting rights afforded to Board members, will not receive any compensation for her attendance, will not be entitled to any reimbursement of expenses related to her attendance, and will not be entitled to any indemnification, director and officer insurance or other rights from the Company as a director of the Company. The Board Observer Agreement will terminate upon the Company’s repayment and satisfaction in full of the Senior Subordinated Note.
The foregoing summary descriptions of the Term Sheet, Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement and Subordination Agreement, Amendment No. 4 to Senior Loan Agreement, Support Agreement and Board Observer Agreement are qualified in their entirety by reference to the full texts of the Term Sheet, Subordinated Loan Agreement, Senior Subordinated Note, Security Agreement, Subordination Agreement, Amendment No. 4 to Senior Loan Agreement, Support Agreement and Board Observer Agreement, copies of which are filed herewith as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and are incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
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Exhibit Title |
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Exhibit 10.1 |
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Exhibit 10.2 |
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Exhibit 10.3 |
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Exhibit 10.4 |
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Exhibit 10.5 |
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Exhibit 10.6 |
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Exhibit 10.7 |
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Exhibit 10.8 |
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Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ORION ENERGY SYSTEMS, INC. |
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Date: |
October 3, 2025 |
By: |
/s/ J. Per Brodin |
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J. Per Brodin |
Confidential
Attorney-Client Privileged Execution Version
ORION ENERGY SYSTEMS, INC.
Proposed Voltrek Earn-Out Payment Term Sheet June 23, 2025
The following binding term sheet (“Term Sheet”) outlines the mutually agreed upon terms and conditions applicable to the payment by Orion Energy Systems, Inc. (“Company”) of its to-be- determined earn-out obligation (exclusive of the FY24 Earn-Out Payment, as defined below) (“Obligation”) owed to Final Frontier, LLC (“Final Frontier”) pursuant to the Membership Interest Purchase Agreement dated effective as of October 5, 2022 (“Purchase Agreement”):
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Cash: |
Company will pay Final Frontier $875,000 (“FY24 Earn-Out Payment”) in cash on August 1, 2025 in full payment of the Company’s fiscal 2024 earn-out obligation. In connection with Company making such FY24 Earn-Out Payment, both parties hereby mutually agree to fully release the other party from any further claims or disputes with respect to the Company’s fiscal 2024 earn-out obligation or the calculation thereof. |
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2. |
Company Common Stock: |
$1,000,000 (“Company Common Stock Payment”), represented by the Company’s issuance of such number of shares of the Company’s Common Stock determined by dividing $1,000,000 by the average closing sale price of the Company’s Common Stock over the 10 trading days beginning on the third trading day after the Company publicly announces its fiscal 2025 financial results and the principal terms of this Term Sheet, which announcements shall be made at least simultaneously (subject to the Company’s potential prior public announcement of this Term Sheet if required by SEC rules). The shares shall be issued on the first business day following such 10-day period. |
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3. |
Senior Subordinated Loan: |
The principal amount of the senior subordinated loan owed by the Company to Final Frontier for the remaining amount of the Obligation (“Senior Subordinated Loan”) will be equal to the Finally Determined Obligation (as defined below), less the Company Common Stock Payment and any Principal Payments (as defined below) to the extent paid by the Company (“Loan Amount”). The Company will use its commercially reasonable best efforts to obtain the consent of its senior lender, Bank of America, allowing the Company to grant Final Frontier a second-lien security interest in all assets of the Company and Voltrek, LLC, which security interest will be limited to the lesser of: (i) $10 million or (ii) the Loan Amount and will be fully subordinated and junior in priority to any and all current or future outstanding amounts payable by the Company to Bank of America (and/or any other financial institution or investor that refinances such amounts payable to Bank of America) under the Company’s current or future senior secured credit, loan and/or mortgage agreements (including any and all amendments, replacements, renewals or extension thereof) (“Senior Debt”). Senior Debt shall be capped at $34.2 million. Final Frontier shall execute a subordination and intercreditor agreement reasonably acceptable to Final Frontier, Bank of America and the Company providing for payment and lien subordination of the Senior Subordinated Loan to the Senior Debt (“Subordination Agreement”). The repayment of Final Frontier’s Senior Subordinated Loan will be senior to, and have priority over, all of the Company’s creditors, other than the holder of the Senior Debt. |
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4. |
Senior Subordinated Note and Loan Agreement (“Note and Loan Agreement”) Terms: |
The Senior Subordinated Loan will have a twenty-four (24) month maturity date from July 15, 2025, with a final payment of the Loan Amount together with all interest accrued thereon that is then unpaid on the maturity date. Over the term of the Senior Subordinated Loan, the Company shall pay All payments on the Senior Subordinated Loan shall be made in cash by check or wire transfer of immediately available funds; provided, that if Company remains a public company whose securities are traded by the general public on a major securities exchange (including OTCQX and OTCQB), the Company shall have the option to pay up to 20% of the Loan Amount at maturity (but not upon acceleration or prepayment) in its Common Stock, with the number of shares to be issued determined by dividing the Loan Amount to be paid in Common Stock by the average closing sale price of the Company’s Common Stock over the 10 trading days immediately preceding the maturity date. The Senior Subordinated Loan will be prepayable only in cash at the option of the Company in all or in part at any time or from |
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time to time without premium, penalty or charge. |
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Any payments required under the Note and Loan Agreement not made within 15 days after the scheduled due date for such payment, including at maturity or upon acceleration, shall bear cash interest from the date due until paid at a rate of 15% per annum. All additional interest shall be immediately due and payable in cash. Subject to the terms of the Subordination Agreement, the unpaid Loan Amount (together with all accrued and unpaid interest thereon) shall become immediately due and payable only in cash upon any sale of the Company or Voltrek, LLC or the filing of a bankruptcy proceeding by or against the Company or of Voltrek, LLC. Subject to the terms of the Subordination Agreement, if there is any uncured default under the Note and Loan Agreement, including an uncured payment default under the Senior Subordinated Loan, or if there is an uncured default under the Senior Debt and the Senior Debt is accelerated, Final Frontier may deliver written notice to the Company of its intention to accelerate the maturity of the Senior Subordinated Loan and, if the Company has not cured such default within 15 days after receiving such notice, then the unpaid Loan Amount (together with all accrued and unpaid interest thereon) shall, at the option of Final Frontier and subject to the Subordination Agreement, mature and become immediately due and payable. All restrictive covenants (e.g., non-compete, non-solicit and management support covenant, but not any confidentiality covenants) applicable to Final Frontier or Ms. Connors shall automatically lapse in the event of an uncured and continuing event of default under the Note and Loan Agreement that either results in the Senior Subordinated Loan being accelerated or gives Final Frontier the right to accelerate the Senior Subordinated Loan but for the restrictions under the Subordination Agreement. |
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Customary affirmative and negative covenants will be included in the Note and Loan Agreement similar to those contained in the Senior Debt. Final Frontier will be simultaneously provided with the same reports and notices provided to the holder of the Senior Debt (exclusive of borrowing base certificates and similar reports). The Note and Loan Agreement will contain a full mutual release of all claims relating to the purchase of Voltrek, LLC under the Purchase Agreement, including the earn-out calculation and payment terms which are being replaced by the terms reflected in this Term Sheet, but subject to the determination of the Finally Determined Obligation pursuant to the arbitration process described in Section 8 below, which will be excluded from the mutual release. Subject to a mutually acceptable confidentiality agreement, for as long as amounts are outstanding under the Note and Loan Agreement, Ms. Connors shall be entitled to attend, as an observer, the portions of all regularly scheduled quarterly Company Board meetings that are otherwise attended by other operational non-director management members. During the term of the Note and Loan Agreement, Final Frontier and Ms. Connors shall agree to a stock ownership management support covenant in the form attached as Exhibit A, which shall apply only for the Applicable Period (as defined on Exhibit A). |
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5. |
Key Employee Employment (“Employment Agreement”): |
Ms. Connors and the Company will separately discuss a mutually acceptable Employment Agreement in the form and content to be mutually determined. |
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6. |
Expenses: |
Each party will be responsible for their own costs and expenses; provided that the Company will reimburse Final Frontier and Ms. Connors for their legal fees incurred in connection with the transactions contemplated by this Term Sheet up to a maximum amount of $85,000. |
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7. |
Documentation: |
The terms of this Term Sheet will be more fully documented as follows (collectively, the “Documentation”): (a) Note and Loan Agreement (b) Subordination Agreement (c) Employment Agreement (d) Stock Ownership Management Support Agreement (containing only the covenant set forth on Exhibit A) (e) Confidentiality Agreement (f) Ancillary Agreements as mutually agreed Subject to the consent of Bank of America, the parties will use their commercially reasonable best efforts to execute mutually satisfactory Documentation within 30-days of the execution of this Term Sheet. Prior to completion of the Documentation and subject to any executed Subordination Agreement, Final Frontier will also be allowed to accelerate the due date of the Subordinated Loan Amount (a) if Bank of America accelerates the maturity date of its Senior Debt; (b) within 10 business days of any sale of the Company or Voltrek; (c) immediately upon the filing of any insolvency or bankruptcy proceeding by or against the Company or Voltrek; (d) if the FY24 Earn- Out Payment is not paid by the close of business on August 1, 2025; or (e) if any payment of interest or principal is not made within 15 days after the scheduled due date for such payment. |
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8. |
Arbitration: |
The Company shall provide Final Frontier with an Earn Out Statement reflecting its determination of the total amount of the Obligation by July 7, 2025 and Final Frontier shall then have 30 days to dispute such determination. If so disputed by Final Frontier, thereafter, the parties shall attempt in good faith to resolve any such dispute over the next 30 days. If the parties cannot mutually agree on the amount of the Obligation during such 30-day period, then either party may submit the dispute to binding arbitration and final determination by Wipfli LLP pursuant to the terms and conditions set forth in Section 2.07(b) and 2.05(c) of the Purchase Agreement (the “Wipfli Resolution Process”); provided, however, that if Wipfli LLP advises the parties in writing that it cannot resolve one or more issues subject to such dispute, then either party may submit such issue(s) to binding arbitration pursuant to Article VIII of the Purchase Agreement (the “AAA Arbitration Process”) and the other party shall participate in such AAA Arbitration Process without the need for the parties to first comply with the negotiation provisions in Section 8.01 of the Purchase Agreement. If the resolution of the issue(s) submitted to the AAA Arbitration Process is necessary in order for Wipfli LLP to finally determine the Obligation, then the Wipfli Resolution Process shall be suspended until a final determination is rendered in the AAA Arbitration Process whereupon Wipfli LLP shall render its determination of the Obligation based on the determination of the arbitrator of issue(s) submitted to the AAA Arbitration Process. The finally determined amount of the Obligation as determined by mutual agreement of the Company and Final Frontier or, failing such mutual agreement, as determined pursuant to the Wipfli Resolution Process and, if applicable, the AAA Arbitration Process referenced in this Section 8 shall be referred to in this Term Sheet as the “Finally Determined Obligation.” |
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[Signature Page Follows]
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This Term Sheet is effective as of the date set forth above. This Term Sheet may be executed in counterparts and with digital or electronic signatures.
ORION ENERGY SYSTEMS, INC.
By: Sally A. Washlow
Chief Executive Officer
MS. CONNORS:
Kathleen M. Connors
FINAL FRONTIER, LLC
By: Kathleen M. Connors, Manager
[Term Sheet Signature Page]
Exhibit A Management Support Covenant
Kathleen M. Connors and Final Frontier, LLC (collectively, the “Connors Parties”) agree that, during the Applicable Period (as defined below), the Connors Parties will not, directly or indirectly, (a) initiate, propose, support or otherwise participate in any offer to acquire, acquisition, merger, tender offer or other business combination transaction affecting the Company; (b) initiate, propose, support or otherwise participate in any proxy contest, proxy solicitation or shareholder proposal relating to the Company; or (c) attempt to influence or interfere or otherwise adversely affect the board of directors, management or affairs of the Company. During the Applicable Period, the Connors Parties agree to vote all shares of Company stock owned by them in favor of any recommendation of the Company’s board of directors that is submitted to a vote of the Company’s shareholders. “Applicable Period” means the period commencing on the date of the Term Sheet and ending on the earliest of the following to occur: (i) the repayment in full of the Senior Subordinated Loan; (ii) the maturity of the Senior Subordinated Loan; or (iii) the date that the Senior Subordinated Loan is accelerated or could be accelerated but for the restrictions under the Subordination Agreement.
A-1
Exhibit 10.2
This Agreement (as defined below) and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of SEPTEMBER 30, 2025, among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation, the other Loan Parties (as defined in the Subordination Agreement) party thereto, FINAL FRONTIER, LLC, A MASSACHUSETTS limited LIABILITY COMPANY, as subordinated creditor, and BANK OF AMERICA, N.A., as senior creditor, to the indebtedness (including interest) owed by the Loan Parties pursuant to certain Senior Debt Documents (as defined in the Subordination Agreement), and to indebtedness refinancing the indebtedness under such agreements as contemplated by the Subordination Agreement; and each party to this agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
Senior Subordinated LOAN Agreement
This Senior Subordinated Loan Agreement (this “Agreement”) is made as of September 30, 2025 (the “Effective Date”) by and among Orion Energy Systems, Inc., a Wisconsin corporation (the “Borrower”), Great Lakes Energy Technologies, LLC, a Wisconsin limited liability company (“Great Lakes”), Clean Energy Solutions, LLC, a Wisconsin limited liability company (“Clean Energy”), Orion Asset Management, LLC, a Wisconsin limited liability company (“Asset Management”), Orion Technologies Ventures, LLC, a Wisconsin limited liability company (“Orion Technology”), Voltrek, LLC, a Massachusetts limited liability company (“Voltrek”, and together with Great Lakes, Clean Energy, Asset Management and Orion Technology, the “Guarantors”, each being a “Guarantor”), Final Frontier, LLC, a Massachusetts limited liability company (the “Lender”), and solely to the extent of the Sections listed directly above her signature block, Kathleen M. Connors (“Ms. Connors”).
RECITALS:
WHEREAS, the Borrower and the Lender are party to the Final Frontier Purchase Agreement (as defined below);
WHEREAS, pursuant to the Final Frontier Purchase Agreement, the Borrower was required to make certain earnout payments to the Lender if the Company EBITDA (as defined in the Final Frontier Purchase Agreement) met certain target amounts for the applicable Earn Out Period (as defined in the Final Frontier Purchase Agreement), all on the terms and conditions set forth in the Final Frontier Purchase Agreement;
WHEREAS, on June 23, 2025, the Borrower, the Lender, and Ms. Connors entered into a binding term sheet (as amended, restated, supplemented or otherwise modified from time to
time on or prior to the Effective Date, the “Term Sheet”), pursuant to which the Borrower, the Lender and Ms. Connors mutually agreed upon terms and conditions applicable to the payment by the Borrower of its to-be-determined earn-out obligations (exclusive of the FY2024 Earn-Out Payment (as defined and governed by the Term Sheet)) owed to the Borrower pursuant to the Final Frontier Purchase Agreement, among other things;
WHEREAS, the Borrower and the Lender agreed to enter into this Agreement and the other Loan Documents (as defined below) pursuant to the Term Sheet to evidence and secure the Loan (as defined below);
WHEREAS, the Borrower paid the Lender $875,000 in cash pursuant to the Term Sheet as payment in full of the Borrower’s fiscal 2024 earn-out obligation, and such amount is expressly excluded from the Loan to be evidenced and secured by this Agreement and the other Loan Documents; and
WHEREAS, the parties hereto wish to enter into this Agreement in order to set forth the terms and conditions applicable to the Loan.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties hereto hereby agree as follows.
AGREEMENT:
“Affiliate” means with respect to a specified Person, any other Person that directly, or indirectly through intermediaries, Controls, is Controlled by or is under common Control with the specified Person.
“Anti-Corruption Law” means any law relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, UK Bribery Act 2010 and Patriot Act.
“Anti-Terrorism Law” means any law relating to terrorism or money laundering, including the Patriot Act.
“Applicable Law” means all laws, rules, regulations and governmental guidelines applicable to the Person or matter in question, including statutory law, common law and equitable principles, as well as provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.
“Board Observer Agreement” means that certain Board Observer Agreement, by and among the Borrower, the Lender and Ms. Connors, in her individual capacity, as Observer.
“Borrowed Money” means with respect to any Loan Party, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Loan Party, (ii) is evidenced
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by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Finance Leases; (c) letter of credit reimbursement obligations; and (d) guaranties of any of the foregoing owing by another Person.
“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks located in Wisconsin are authorized or required by Law to be closed for business.
“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et seq.).
“Common Stock” means the common stock of the Borrower, having no par value per share.
“Common Stock Payment” means the payment by the Borrower to the Lender, on or about the date hereof, of $1,000,000 represented by the Borrower’s issuance of shares of its Common Stock to the Lender in accordance with the terms of Section 2 of the Term Sheet.
“Contingent Obligation” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligation”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; or (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.
“Control” means possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise.
“CWA” means the Clean Water Act (33 U.S.C. §§ 1251 et seq.).
“Debt” as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, excluding trade payables incurred and being paid in the Ordinary Course of Business, accrued expenses incurred in the Ordinary Course of Business, deferred revenue incurred in the Ordinary Course of Business and Operating Leases (but including Finance Leases); (b) all Contingent
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Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of the Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer.
“Default Interest Rate” means a rate per annum equal to fifteen percent (15.0%).
“Distribution” means any declaration or payment of a distribution, interest or Dividend on any Equity Interest (other than payment-in-kind); distribution, advance or repayment of Debt to a holder of Equity Interests; or purchase, redemption, or other acquisition or retirement for value of any Equity Interest.
“Dividend” means a cash dividend or other distribution.
“Dollars” or “$” refers to lawful money of the United States of America.
“Effective Date” means September 30, 2025.
“Employment Agreement” means that certain Key Employee Employment and Severance Agreement, dated October 5, 2022, between Ms. Connors and Borrower, as maybe amended and/or amended and restated and any future employment agreement that may be entered into after the Effective Date between Ms. Connors, in her individual capacity, and a Loan Party, in form and substance mutually acceptable to Ms. Connors and such Loan Party.
“Environmental Laws” means Applicable Laws (including programs, permits and guidance promulgated by regulators) relating to public health (other than occupational safety and health regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.
“Environmental Release” means a release as defined in CERCLA or under any other Environmental Law.
“Equity Interest” means the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) any other Person having any other form of equity security interest of ownership interest.
“Final Frontier Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of October 5, 2022, entered into by and among the Lender, as seller (in such capacity, the “Seller”), the members of Seller party thereto and the Borrower, as purchaser, as amended, restated, supplemented or otherwise modified from time to time on or prior to the Effective Date.
“Finally Determined Obligation” has the meaning set forth in Section 8 of the Term Sheet.
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“Finally Determined Obligation Date” means the date on which the amount of the Finally Determined Obligation is finally determined in accordance with Section 8 of the Term Sheet.
“Finance Lease” any lease which qualifies as a finance lease in accordance with ASC 842 under GAAP.
“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries for accounting and tax purposes ending on March 31 of each year.
“GAAP” means generally accepted accounting principles in effect in the United States from time to time.
“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.
“Governmental Authority” means any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political subdivision, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions for any governmental, judicial, investigative, regulatory or self-regulatory authority (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or European Central Bank).
“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Title 11 of the United States Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.
“Intellectual Property” means all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.
“License” means any license or agreement under which a Loan Party is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.
“Lien” means an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance.
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“Loan” has the meaning set forth in Section 2(a) hereto.
“Loan Documents” means, collectively, this Agreement, the Note, the Security Agreement and the Subordination Agreement, as such instruments, documents, and agreements may be amended, modified, renewed, restated, extended, supplemented, replaced, consolidated, substituted, or otherwise changed from time to time.
“Loan Parties” means the Borrower and the Guarantors.
“Management Support Agreement” means that certain Management Support Agreement, dated or about the Effective Date, among the Borrower, Ms. Connors, in her individual capacity, and the Lender.
“Material Adverse Effect” means the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial condition of the Loan Parties taken as a whole, the value of any material Collateral, the enforceability of any Loan Document, or the validity or priority of the Lender’s Lien on any Collateral; (b) impairs the ability of a Loan Paty to perform its material obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the Lender’s ability to enforce or collect any Obligations or to realize upon any material portion of the Collateral (subject to the limitations set forth in the Subordination Agreement).
“Maturity Date” means the earlier to occur of (i) July 15, 2027 or (ii) the closing of the sale of all of the Borrower’s membership interests in Voltrek or substantially all of the assets of Voltrek to a Person other than Borrower or a Guarantor.
“Note” means that certain Senior Subordinated Note, dated as of the Effective Date, made by the Borrower and payable to the Lender, and all amendments, extensions, renewals, replacements and modifications thereof.
“Obligations” means, as of any time of determination, the sum of (x) the outstanding principal amount of the Loan and (y) accrued and unpaid interest on the Loan.
“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.
“Operating Lease” means any lease which qualifies as an operating lease in accordance with ASC 842 under GAAP.
“Ordinary Course of Business” the ordinary course of business of the Borrower or its Subsidiaries, consistent with Applicable Law and past practices.
“Organic Documents” means with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.
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“OSHA” means the Occupational Safety and Hazard Act of 1970.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).
“Permitted Lien” means, collectively or individually as the context requires, (a) Liens in favor of the Lender; (b) Liens in favor of the Senior Lender, provided, that such Liens do not secure Debt in excess of the Senior Debt Cap; (c) Liens described in the definition of “Permitted Liens” in Section 10.2.2(b), (c), (d), (f) and (h) through (n) of the Senior Loan Agreement as in effect on the Effective Date; (d) Liens described in the definition of “Permitted Liens” in Section 10.2.2(e) and (g) of the Senior Loan Agreement as in effect on the Effective Date as long as such Liens are at all times junior to Lender’s Liens; and (e) existing Liens described on Schedule PL attached hereto.
“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority or other entity of any kind.
“Properly Contested” means with respect to any obligation of a Loan Party, (a) the obligation is subject to a bona fide dispute regarding amount or the Loan Party’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Loan Party; (e) no Lien is imposed on assets of the Loan Party, unless bonded and stayed to the satisfaction of Lender; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).
“Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or restricts the right of any Loan Party to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.
“Sanction” means any sanction administered or enforced by the U.S. government (including OFAC), United Nations Security Council, European Union, U.K. government or other sanctions authority.
“Security Agreement” means that certain Security Agreement, dated as of the Effective Date, by the Loan Parties in favor of the Lender, as amended, restated, supplemented or otherwise modified from time to time.
“Senior Debt Cap” has the meaning assigned to such term in the Subordination Agreement.
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“Senior Lender” means Bank of America, N.A., in its capacity as lender under the Senior Loan Agreement.
“Senior Loan Agreement” means that certain Loan and Security Agreement, dated as of December 29, 2020, by and among the Loan Parties and the Senior Lender, as amended by Amendment No. 1 thereto, dated as of November 4, 2022, Amendment No. 2 thereto, dated as of April 22, 2024, Amendment No. 3 thereto, dated as of October 30, 2024, Amendment No. 4 thereto, dated as of the Effective Date, and as further amended, restated or supplemented from time to time.
“Subordination Agreement” means that certain Subordination and Intercreditor Agreement, dated as of the Effective Date, among the Borrower, certain Subsidiaries of the Borrower, the Lender, as subordinated creditor, and the Senior Lender, as the senior creditor, as the same may be amended, restated or supplemented from time to time.
“Subsidiary” means any entity at least 50% of whose voting securities or Equity Interests is owned by the Borrower (including indirect ownership through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).
“Swap” has the meaning set forth in Section 1a(47) of the Commodity Exchange Act.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Trading Day” means a day on which the Common Stock is traded on a Trading Market.
“Trading Market” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Capital Market), on which the Common Stock is listed or quoted for trading on the date in question.
“UCC” means the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.
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If to the Borrower or any Loan Party:
Orion Energy Systems, Inc.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
Telephone: (920) 785-8344
Email: pbrodin@oesx.com
Attention: Per Brodin, Chief Financial Officer
with a copy (which shall not constitute notice) to:
Foley & Lardner LLP
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777 E. Wisconsin Avenue
Milwaukee, WI 53202
Telephone: (414) 297-5662
(414) 319-7024
Email: sbarth@foley.com
gbishop@foley.com
Attention: Steven R. Barth; Garrett F. Bishop
If to the Lender:
Final Frontier, LLC
P.O. Box 2086
Andover, Massachusetts 01810
Email: kathleen@voltrek.com
Attention: Kathleen M. Connors
with a copy (which shall not constitute notice) to:
Rubin and Rudman LLP
53 State Street
Boston, Massachusetts 02109
Attention: Christine Cordes
Email: ccordes@rubinrudman.com
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, as of the date first above written.
ORION ENERGY SYSTEMS, INC., as Borrower
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
GREAT LAKES ENERGY TECHNOLOGIES, LLC, as Guarantor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
CLEAN ENERGY SOLUTIONS, LLC, as Guarantor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION ASSET MANAGEMENT, LLC, as Guarantor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION TECHNOLOGY VENTURES, LLC, as Guarantor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
VOLTREK, LLC, as Guarantor
By: /s/ Per Brodin
Name: Per Brodin
Title: Treasurer and Secretary
Signature Page to
Senior Subordinated Loan Agreement
FINAL FRONTIER, LLC, as the Lender
By: /s/ Kathleen M. Connors
Name: Kathleen M. Connors
Title: Manager
Solely with respect to Sections 16 and 17:
/s/ Kathleen M. Connors
Kathleen M. Connors
Signature Page to
Senior Subordinated Loan Agreement
Schedule PL
Permitted Liens
None.
Exhibit 10.3
This Note (as defined below) and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of September 30, 2025, by and among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation, the other Loan Parties (as DEFINED in the Subordination Agreement) party thereto, FINAL FRONTIER, LLC, a Massachusetts limited liability company, as Subordinated Creditor, and BANK OF AMERICA, N.A., as senior Creditor, to the indebtedness (including interest) owed by the Loan Parties pursuant to certain Senior Debt Documents (as defined in the Subordination Agreement), and to indebtedness refinancing the indebtedness under such agreements as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
SENIOR SUBORDINATED NOTE
September 30, 2025
FOR VALUE RECEIVED, the undersigned, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (the “Borrower”), hereby promises to pay FINAL FRONTIER, LLC, a Massachusetts limited liability company (the “Lender”), at Final Frontier, LLC, P.O. Box 2086, Andover, Massachusetts 01810 (or at such other place as the holder may from time to time designate) the principal sum of the Loan (as defined in the Loan Agreement (as defined below)), together with interest, as provided herein.
This Senior Subordinated Note (this “Note”) is the “Note” referred to in the Senior Subordinated Loan Agreement, dated as of the date hereof, between the Borrower and the Lender (amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Note are defined in the Loan Agreement, unless otherwise expressly stated herein. This Note is entitled to the benefits of the Loan Agreement and is subject to all of the agreements, terms and conditions contained therein, all of which are incorporated herein by this reference. Payment of this Note is subject to the agreements, terms and conditions contained in the Subordination Agreement. This Note may not be prepaid, in whole or in part, except in accordance with the terms and conditions set forth in the Loan Agreement
The outstanding principal balance of this Note and all interest accrued thereon shall be due and payable as provided in Section 2.l of the Loan Agreement.
The repayment of the Borrower’s obligations evidenced by this Note to the Lender shall be senior to, and have priority over, all of the Borrower’s other creditors, other than the Senior Lender.
If any Event of Default shall occur and is continuing, Lender may at any time (unless any such Event of Default shall have been cured or waived in accordance with the Loan Agreement) at Lender’s option, exercise any or all of the remedies described in the Loan Agreement. No course of dealing and no delay on the part of Lender in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Lender’s rights, powers and remedies.
Borrower hereby waives presentment, notice, protest and all other notices in connection with the delivery, acceptance, performance and enforcement of this Note. No waiver of any right or amendment hereto shall be effective unless in writing and signed by Lender nor shall a waiver on one occasion be construed as a bar to or waiver of any such right on any future occasion. Without limiting the generality of the foregoing, the acceptance by Lender of any late payment shall not be deemed to be a waiver of the Event of Default arising as a consequence thereof.
THIS NOTE shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction).
[signature page follows]
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.
ORION ENERGY SYSTEMS, INC., as Borrower
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
Signature Page to
Senior Subordinated Note
Exhibit 10.4
This Agreement (as defined below) and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of SEPtember 30, 2025, among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation, the other Loan Parties (as defined in the Subordination Agreement) party thereto, FINAL FRONTIER, LLC, A MASSACHUSETTS limited LIABILITY COMPANY, as subordinated creditor, and BANK OF AMERICA, N.A., as senior creidtor, to the indebtedness (including interest) owed by the Loan Parties pursuant to certain Senior Debt Documents (as defined in the Subordination Agreement), and to indebtedness refinancing the indebtedness under such agreements as contemplated by the Subordination Agreement; and each party to this agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2025, is made by each of Orion Energy Systems, Inc., a Wisconsin corporation (the “Borrower”), Great Lakes Energy Technologies, LLC, a Wisconsin limited liability company (“Great Lakes”), Clean Energy Solutions, LLC, a Wisconsin limited liability company (“Clean Energy”), Orion Asset Management, LLC, a Wisconsin limited liability company (“Asset Management”), Orion Technologies Ventures, LLC, a Wisconsin limited liability company (“Orion Technology”), Voltrek, LLC, a Massachusetts limited liability company (“Voltrek”, and together with the Borrower, Great Lakes, Clean Energy, Asset Management and Orion Technology, the “Debtors”, each being a “Debtor”), in favor of Final Frontier, LLC, a Massachusetts limited liability company (the “Secured Party”).
RECITALS:
WHEREAS, pursuant to that certain Senior Subordinated Loan Agreement, dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among the Borrower, the other Loan Parties, as guarantors, and the Secured Party, the Secured Party made a loan to the Borrower that is evidenced by that certain Senior Subordinated Note, dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Note”), made by the Borrower to the order of the Secured Party;
WHEREAS, as a condition to entering into the Loan Agreement and the Note, the Secured Party has required the execution and delivery of this Agreement by the Debtors.
NOW THEREFORE, in consideration of the mutual covenants contained in the Note and herein, the parties hereby agree as follows:
“Collateral” means all of each Debtor’s now owned or hereafter acquired right, title and interest in and to all property, wherever located, including (a) all Accounts, chattel paper and electronic chattel paper, General Intangibles, documents, instruments, securities, deposit accounts, certificates of deposit and the Pledged Equity Interests; (b) all Inventory and goods; (c) all letter-of-credit rights, and letters of credit; (d) all Equipment and fixtures and, in the case of all goods, all accessions, all accessories, attachments, parts, Equipment and repairs now or subsequently attached or affixed to or used in connection with any goods and all warehouse receipts, bills of lading and other documents of title that cover such goods now or in the future; (e) all books and records relating to all of the foregoing property and interests in property, including all computer programs, printed output and computer readable data in the possession or control of such Debtor, any computer service bureau or other third party; (f) all Investment Property; (g) all real property identified in any mortgage, deed, deed of trust or other security or encumbrance instrument executed by or for the benefit of such Debtor in favor of or for the benefit of the Secured Party; (h) all money or other assets of such Debtor that come into the possession, custody, or control of the Secured Party now or in the future; (i) all additions to, substitutions and replacements for, any of the foregoing; and (j) all products and Proceeds of the foregoing.
“Pledged Equity Interests” means, with respect to each Debtor (other than the Borrower), all of the Borrower’s interest in the limited liability company interests issued by such Debtor and all related rights to manage such Debtor, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests issued by such Debtor to the Borrower.
“Security Interest” has the meaning given in Section 2.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, as of the date first above written.
ORION ENERGY SYSTEMS, INC., as a Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
GREAT LAKES ENERGY TECHNOLOGIES, LLC, as Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
CLEAN ENERGY SOLUTIONS, LLC, as Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION ASSET MANAGEMENT, LLC, as Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION TECHNOLOGY VENTURES, LLC, as Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
VOLTREK, LLC, as Debtor
By: /s/ Per Brodin
Name: Per Brodin
Title: Treasurer and Secretary
Signature Page to
Security Agreement
FINAL FRONTIER, LLC, as Secured Party
By: /s/ Kathleen M. Connors
Name: Kathleen M. Connors
Title: Manager
Signature Page to
Security Agreement
Exhibit 10.5
SUBORDINATION AND INTERCREDITOR AGREEMENT
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of September 30, 2025 (the “Effective Date”), by and among FINAL FRONTIER, LLC, a Massachusetts limited liability company (on behalf of itself and any other holder of the Subordinated Debt (defined below), the “Subordinated Creditor”), and BANK OF AMERICA, N.A., as agent for itself, as Lender, and the Secured Parties under the Senior Credit Agreement (defined below) (in such capacity, “Senior Creditor”) and is acknowledged and agreed to by ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Asset Management”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), and VOLTREK, LLC, a Massachusetts limited liability company (“Voltrek”, and together with the Company, Great Lakes, Clean Energy, Asset Management and Orion Technology, collectively, the “Borrowers”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Senior Credit Agreement (defined below).
R E C I T A L S
NOW, THEREFORE, in order to induce Senior Creditor to maintain the transactions contemplated by the Senior Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. As used in this definition, “control” or “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
“BABC Loan Documents” means the Senior Credit Agreement, the Loan Documents (as defined in the Senior Credit Agreement) and all other agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, restated, supplemented or otherwise modified from time to time, as permitted hereunder.
“Bankruptcy Code” means the provisions of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.
“Bankruptcy Laws” means the Bankruptcy Code, and all other applicable federal, state, provincial or foreign liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief law affecting creditors’ rights generally, as amended and in effect from time to time.
“Collateral” means all of the existing or hereafter acquired property, whether real, personal or mixed, of each Loan Party.
“Control” has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the Uniform Commercial Code.
“DIP Financing” has the meaning assigned to such term in Section 2.2(d).
“Disposition” or “Dispose” means, with respect to any interest in property, the sale, assignment, transfer, lease (as lessor), license or other disposition of such interest in such property (or the granting of any option or other right to do any of the foregoing).
“Distribution” or “Distributed” means, with respect to any indebtedness, obligation or security, (a) any payment or distribution by any Person of cash, securities or other property (including, without limitation, any payment in the form of a deferred purchase price, earn-out or other contingent obligation), by set-off or otherwise, on account of such indebtedness, obligation or security, including the granting of adequate protection with respect thereto, (b) any redemption,
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purchase or other acquisition of such indebtedness, obligation or security by any Person, whether voluntary or involuntary, or (c) the granting of any Lien to or for the benefit of the holders of such indebtedness, obligation or security in or upon any property or interests in property of any Person.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Enforcement Action” means (a) to take from or for the account of any Loan Party (or other guarantor or obligor in respect of the Subordinated Debt) by set-off or in any other manner (other than payments of Permitted Subordinated Debt Payments), the whole or any part of any moneys which may now or hereafter be owing by such Loan Party (or other guarantor or obligor in respect of the Subordinated Debt) with respect to the Subordinated Debt, (b) to initiate or participate with others in any suit, action or proceeding against any Loan Party (or other guarantor or obligor in respect of the Subordinated Debt) to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt, (ii) commence or join with other Persons to commence a Proceeding, or (iii) commence judicial or private enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt, (c) to take any action to enforce any rights or remedies with respect to the Subordinated Debt, (d) to exercise any put option or to cause any Loan Party (or other guarantor or obligor in respect of the Subordinated Debt) to honor any redemption or mandatory prepayment obligation under any Subordinated Debt Document or (e) to exercise any rights or remedies of a secured party under the Subordinated Debt Documents or applicable law or take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of any Loan Party (or other guarantor or obligor in respect of the Subordinated Debt), including the Collateral.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, title retention, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
“Loan Parties” means, collectively, Company, each other Borrower and each other Person that is a borrower, guarantor or obligor of all or any portion of both the Senior Debt and the Subordinated Debt.
“Paid in Full” or “Payment in Full” means, as of any date of determination with respect to the Senior Debt, that: (a) all of the Senior Debt (except as set forth in clauses (c), (d) and (e) below and other than contingent indemnification obligations with respect to which a claim has not been asserted and no reasonable basis for any claim is known) has been paid in full in cash, (b) all commitments to extend credit under the Senior Credit Agreement (or, after the consummation of a Permitted Refinancing, the Permitted Refinancing Senior Debt Documents) have expired or terminated and no Person has any further right to obtain any loans, letters of credit or other extensions of credit under the Senior Debt Documents, (c) any and all letters of credit issued under
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the Senior Debt Documents have been cancelled and returned (or backed by standby letters of credit (issued by a bank, and in form and substance, acceptable to Senior Creditor) or cash collateralized, in each case in an amount equal to 105% of the face amount of such letters of credit in accordance with the terms of such documents), (d) any and all Bank Product Debt between any Obligor and Senior Creditor or any of Affiliates thereof have been paid in cash and terminated (or backed by standby letters of credit (issued by a bank, and in form and substance, acceptable to Senior Creditor) or cash collateralized, in each case in an amount reasonably determined by Senior Creditor as sufficient to satisfy the estimated credit exposure with respect to such Bank Product Debt) and (e) any costs, expenses and contingent indemnification obligations which are not yet due and payable but with respect to which a claim has been or may reasonably be expected to be asserted by Senior Creditor, are backed by standby letters of credit (issued by a bank, and in form and substance, acceptable to Senior Creditor) or cash collateralized, in each case in an amount reasonably estimated by Senior Creditor to be the amount of costs, expenses and contingent indemnification obligations that may become due and payable.
“Payment Conditions” means “Payment Conditions” as defined in the Senior Credit Agreement (or any Permitted Refinancing Senior Debt Document) as in effect on the Effective Date.
“Permitted Bank Product Debt” means the sum of (i) the aggregate amount of Bank Product Obligations for which a “Bank Product Reserve” (as defined in the Senior Credit Agreement as in effect on the date hereof or any substantially similar term having the same effect in any Permitted Refinancing) has been established by the Senior Creditor plus (ii) other Bank Product Debt not in excess of $5,000,000.
“Permitted Refinancing” means, subject to Section 3 hereof, any refinancing, extension or replacement of all or any part of the Senior Debt under the BABC Loan Documents (or any other Senior Debt Documents).
“Permitted Refinancing Senior Debt Documents” means, subject to Section 3 hereof, any financing documentation which replaces all or any part of the BABC Loan Documents (or any other Senior Debt Documents) and pursuant to which all or any part of the Senior Debt under the BABC Loan Documents (or any other Senior Debt Documents) is refinanced, extended or replaced, whether by the same or any other lender or group of lenders, as such financing documentation may be amended, supplemented, replaced, refinanced, extended or otherwise modified from time to time.
“Permitted Subordinated Debt Payments” means, collectively:
(a) payments of legal expenses of the Subordinated Creditor in connection with the negotiation, documentation and execution of the Term Sheet (as defined in the Subordinated Loan Agreement) and the transactions contemplated therein, including the Subordinated Debt Documents, paid in accordance with the terms of the Subordinated Loan Agreement in an aggregate amount not to exceed $85,000;
(b) regularly scheduled monthly payments of cash interest:
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(i) prior to the Finally Determined Obligation Date (as defined in the Subordinated Loan Agreement), in an amount not to exceed $15,000 per month; and
(ii) after the Finally Determined Obligation Date, in an amount not to exceed a rate of 7.0% per annum of the amount of the Loan (as defined in the Subordinated Loan Agreement), after giving effect to the adjustment of the amount of the Loan set forth in Section 2(b) of the Subordinated Loan Agreement;
(c) (i) so long as no Senior Default has occurred and is continuing as of the date of the payment and no Senior Default will occur as a result of such payment, a one-time payment of cash interest as set forth in Section 2(d)(iii)(y) of the Subordinated Loan Agreement, if applicable, or (ii) a one-time deemed principal payment as set forth in Section 2(d)(iii)(z) of the Subordinated Loan Agreement, if applicable;
(d) so long as the Payment Conditions are satisfied with respect thereto, regularly scheduled monthly payments of principal:
(i) commencing on January 15, 2026 through and including June 15, 2026, in an amount not to exceed $25,000; and
(ii) commencing July 15, 2026 through and including June 15, 2027, in an amount not to exceed $50,000 per month;
(e) any non-cash payments made in the form of conversion of the Subordinated Debt into, or issuance to the Subordinated Creditor of, common equity interests of the Company (to the extent not otherwise resulting in a Senior Default); and
(f) so long as the Payment Conditions are satisfied with respect thereto, payment in full of the outstanding Subordinated Debt on the Subordinated Debt Maturity Date.
“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.
“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership, interim-receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person, whether initiated under the Bankruptcy Code or any other Bankruptcy Laws.
“Senior Debt” means, collectively, (a) all Obligations (as defined in the Senior Credit Agreement) and all other obligations, liabilities and indebtedness of every nature of each Obligor from time to time owed to Senior Creditor under the Senior Debt Documents (additionally, and without limitation of the foregoing, the term Senior Debt shall include all obligations, liabilities and indebtedness arising from or in connection with any letters of credit, guarantees or other agreements or arrangements to induce Senior Creditor to issue or increase the amount of or extend the expiry date of one or more Letters of Credit (as defined in the Senior Credit Agreement)),
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including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding together with any interest, fees, costs and expenses accruing thereon after the commencement of a Proceeding, and (b) all Bank Product Debt; provided, that the principal amount (excluding any capitalized interest, fees or other amounts added thereto) of all “Senior Debt” shall not exceed the Senior Debt Cap (as defined herein). Senior Debt shall be considered to be outstanding whenever any loan or commitment under the Senior Debt Documents is outstanding.
“Senior Debt Cap” means the sum of (a) $34,200,000 plus (b) the amount of all Permitted Bank Product Debt.
“Senior Debt Documents” means the BABC Loan Documents and, after the consummation of any Permitted Refinancing, the Permitted Refinancing Senior Debt Documents in respect thereof.
“Senior Default” means any “Event of Default” under the Senior Debt Documents.
“Subordinated Debt” means, collectively, all of the obligations, liabilities and indebtedness of each Loan Party to Subordinated Creditor evidenced by or incurred pursuant to the Subordinated Debt Documents. For the avoidance of doubt, Subordinated Debt does not include any claims or causes of action held by the Subordinated Creditor which are not explicitly contemplated by the Subordinated Debt Documents.
“Subordinated Debt Documents” means the Subordinated Loan Agreement, the Subordinated Note, any security agreement or guaranty with respect thereto and all other documents, agreements and instruments now existing or hereinafter arising evidencing, governing or entered into in connection therewith, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.
“Subordinated Debt Maturity Date” means July 15, 2027.
“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or in any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.
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then in each case of clauses (i), (ii) and (iii) above, the Liens, if any, of the Subordinated Creditor on such part of the Collateral shall be automatically, unconditionally and simultaneously released. The Subordinated Creditor shall be deemed to have consented under the Subordinated Debt Documents to such Disposition to the same extent as the consent of the Senior Creditor. Any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Creditor’s consent to such Disposition and that such Disposition is free and clear of any Liens and security interests of Subordinated Creditor in such Collateral (and if such Disposition involves the equity interests of any subsidiary of Company, that such subsidiary is released from any guaranty or other obligation owing to Subordinated Creditor).
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“This [agreement][instrument] and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Subordination Agreement”) dated as of September 30, 2025, by and among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation, the other Loan Parties (as defined in the Subordination Agreement) party thereto, FINAL FRONTIER, LLC, a Massachusetts limited liability company, as Subordinated Creditor, and BANK OF AMERICA, N.A.. as Senior Creditor, to the indebtedness (including interest) owed by the Loan Parties pursuant to certain Senior Debt Documents (as defined in the Subordination Agreement), and to indebtedness refinancing the indebtedness under such agreements as contemplated by the
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Subordination Agreement; and each [party to this agreement][holder of this instrument], by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”
Subordinated Creditor acknowledges and agrees that Senior Creditor may in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing Subordinated Creditor’s obligations hereunder, from time to time, (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Senior Debt and the Senior Debt Documents or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; provided, that, notwithstanding the foregoing, without the prior written consent of the Subordinated Creditor, no amendment, modification, restatement, replacement or supplement to any Senior Debt Document shall increase the amount of the Senior Debt in excess of the Senior Debt Cap, modify the Payment Conditions, or modify the component definitions of the Payment Conditions in a manner that would restrict payment to the Subordinated Creditor; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Creditor in its sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers
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or other obligors; and (v) exercise or refrain from exercising any rights against any Loan Party or any other Person. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Creditor and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed.
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Notices shall be addressed as follows:
If to Subordinated Creditor:
Final Frontier, LLC
P.O. Box 2086
Andover, Massachusetts 01810
Email: kathleen@voltrek.com
Attention: Kathleen M. Connors
with a copy (which shall not constitute notice) to:
Rubin and Rudman LLP
53 State Street
Boston, Massachusetts 02109
Attention: Christine Cordes
Email: ccordes@rubinrudman.com
If to a Loan Party:
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c/o Orion Energy Systems, Inc.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
Telephone: (920) 785-8344
Email: pbrodin@oesx.com
Attention: Per Brodin, Chief Financial Officer
with a copy (which shall not constitute notice) to:
Foley & Lardner LLP
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Telephone: (414) 297-5662
(414) 319-7024
Email: sbarth@foley.com
gbishop@foley.com
Attention: Steven R. Barth; Garrett F. Bishop
If to Senior Creditor:
Bank of America, N.A.
833 E. Michigan Street,
Suite 70 I WI9-833-07-0I
Milwaukee, WI 53202
Attn: Jonah Vogt
Email: Jonah.vogt@bofa.com
; or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section 8.
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, Subordinated Creditor, Company, the other Loan Parties and Senior Creditor have caused this Agreement to be executed as of the date first above written.
SUBORDINATED CREDITOR:
FINAL FRONTIER, LLC,
a Delaware limited liability company
By: /s/ Kathleen M. Connors
Name: Kathleen M. Connors
Title: Manager
Signature Page to
Subordination and Intercreditor Agreement
LOAN PARTIES:
ORION ENERGY SYSTEMS, INC.
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
GREAT LAKES ENERGY TECHNOLOGIES, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
CLEAN ENERGY SOLUTIONS, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION ASSET MANAGEMENT, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION TECHNOLOGY VENTURES, LLC,
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
VOLTREK, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Treasurer and Secretary
Signature Page to
Subordination and Intercreditor Agreement
SENIOR CREDITOR:
BANK OF AMERICA, N.A., as Senior Creditor
By: /s/ Jonah Vogt
Name: Jonah Vogt
Title: Senior Vice President
Signature Page to
Subordination and Intercreditor Agreement
Exhibit 10.6
AMENDMENT NO. 4 TO LOAN AND SECURITY Agreement
This AMENDMENT NO. 4 TO LOAN AND SECURITY Agreement (this “Amendment”) is dated effective as of September 30, 2025 and entered into by and among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Asset Management”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), and VOLTREK, LLC, a Massachusetts limited liability company (“Voltrek”, and together with the Company, Great Lakes, Clean Energy, Asset Management and Orion Technology, collectively, the “Borrowers”), and BANK OF AMERICA, N.A., a national banking association, as lender (“Lender”). Capitalized terms used herein but not otherwise defined shall have their respective meanings as defined in the Loan Agreement (defined below).
Recitals
WHEREAS, the Borrowers, the Guarantors and the Lender have entered into that certain Loan and Security Agreement dated as of December 29, 2020 (as amended on or prior to the date hereof and as may be further amended, restated, extended, supplemented or otherwise modified, the “Loan Agreement”);
WHEREAS, the Company, Final Frontier, LLC, a Massachusetts limited liability company (“Final Frontier”), and Kathleen M. Connors (“Ms. Connors”) are parties to that certain term sheet dated June 23, 2025 (as amended, restated, supplemented or otherwise modified from time to time on or prior to the Effective Date (defined below), the “Final Frontier Term Sheet”), pursuant to which the Company, Final Frontier and Ms. Connors mutually agreed, among other things, to certain terms and conditions applicable to the payment by the Company of certain agreed and to-be-determined earn-out obligations (the “Final Frontier Earn-Out Obligations”) owing by the Company pursuant to that certain Membership Interest Purchase Agreement, dated as of October 5, 2022, by and among Final Frontier, the members of Final Frontier party thereto and the Company (as amended, restated, supplemented or otherwise modified from time to time on or prior to the Effective Date, the “Final Frontier Purchase Agreement”);
WHEREAS, pursuant to the Final Frontier Term Sheet, the Company is (a) making (i) payments in cash to Final Frontier of a portion of the Earn-Out Obligations in the aggregate amount of $875,000 (the “2024 Earn-Out Obligation”), and (ii) a non-cash payment through the issuance of common Equity Interests in the Company with a value of approximately $1,000,000 to Final Frontier and (b) entering into that certain Senior Subordinated Loan Agreement dated as of the date hereof by and among the Company, as borrower, the other Borrowers, as guarantors, and Final Frontier, as subordinated lender (the “Final Frontier Subordinated Loan Agreement”), as well as certain related “Loan Documents” as defined therein, including, without limitation, (A) solely to the extent incorporated by reference in the Final Frontier Subordinated Loan Agreement, the Final Frontier Term Sheet, and (B) that certain Subordination and Intercreditor Agreement dated as of the date hereof among Final Frontier, the Lender and the Borrowers (the “Final Frontier Subordination Agreement”) (collectively, the “Final Frontier Subordinated Loan Documents”) pursuant to which the Company will provide for the restatement of the Final Frontier Earn-Out Obligations (other than the 2024 Earn-Out Obligations) owing to Final Frontier on a subordinated basis and provide a junior subordinated lien on the assets of the Borrowers in favor of Final Frontier, all pursuant to and in accordance with the Final Frontier Subordinated Loan Documents (the transactions under clause (a) and (b) above, collectively, the “Subject Transactions”); and
WHEREAS, the Obligors have requested that the Lender (a) consent to the Subject Transactions and (b) amendment the Loan Agreement as set forth herein in connection therewith.
AGREEMENT
NOW THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Borrowers and the Lender agree as follows:
Amendment No. 4: that certain Amendment No. 4 to Loan and Security Agreement, by and among the Borrowers and the Lender dated as of September 30, 2025.
Amendment No. 4 Effective Date: the “Effective Date” as defined in Amendment No. 4.
Final Frontier: Final Frontier, LLC, a Massachusetts limited liability company
Final Frontier Debt: all Debt and obligations of the Borrowers owing to Final Frontier evidenced by or arising under the Final Frontier Subordinated Loan Documents in an aggregate amount of up to $ 1,387,500; provided that such maximum aggregate amount may be increased in connection with establishing the Finally Determined Obligation (as defined in the Final Frontier Subordinated Loan Agreement) to the extent (a) not in excess of $3,000,000 or (b) consented to in writing by the Lender (such consent not to be unreasonably withheld) promptly following notice of the Finally Determined Obligation Date (as defined in the Final Frontier Subordinated Loan Agreement).
Final Frontier Purchase Agreement: that certain Membership Interest Purchase Agreement, dated as of October 5, 2022, by and among Final Frontier, the members of Final Frontier party thereto, as sellers, and the Company, as buyer, as amended, restated, supplemented or otherwise modified from time to time on or prior to the Effective Date.
Final Frontier Subordinated Loan Agreement: that certain Senior Subordinated Loan Agreement dated as of the Amendment No. 4 Effective Date by and among the
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Company, as borrower, the other Borrowers, as guarantors, and Final Frontier, as subordinated lender.
Final Frontier Subordinated Loan Documents: the Final Frontier Subordinated Loan Agreement and the related “Loan Documents” as defined therein, including, without limitation, (A) solely to the extent incorporated by reference in the Final Frontier Subordinated Loan Agreement, the Final Frontier Term Sheet (as defined in Amendment No. 4) and (B) the Final Frontier Subordination Agreement.
Final Frontier Subordination Agreement: that certain Subordination and Intercreditor Agreement dated as of the Amendment No. 4 Effective Date by and among Final Frontier, the Lender and the Borrowers.
Subordinated Debt: the Final Frontier Debt and all other Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Lender.
(m) the Final Frontier Debt;
(o) Liens on assets of the Borrowers securing the Final Frontier Debt to the extent such Liens are subject to the Final Frontier Subordination Agreement; and
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(n) Any material provision of the Final Frontier Subordination Agreement, or any other subordination agreement (including any terms of subordination) relating to any Subordinated Debt, shall for any reason be revoked or invalidated by any Person (other than the Lender), or otherwise cease to be in full force and effect, or any Person (other than the Lender) shall contest in any manner the validity or enforceability thereof or Final Frontier or any subordinated creditor shall deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or the Final Frontier Subordination Agreement or any other such subordination agreement.
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[Signatures follow; remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
BORROWERS:
ORION ENERGY SYSTEMS, INC.
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
GREAT LAKES ENERGY TECHNOLOGIES, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
CLEAN ENERGY SOLUTIONS, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION ASSET MANAGEMENT, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
ORION TECHNOLOGY VENTURES, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Chief Financial Officer
VOLTREK, LLC
By: /s/ Per Brodin
Name: Per Brodin
Title: Treasurer and Secretary
Signature Page to Amendment No. 4 to Loan and Security Agreement
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LENDER:
BANK OF AMERICA, N.A.
By: /s/ Jonah Vogt Name: Jonah Vogt Title: Vice President
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Signature Page to Amendment No. 4 to Loan and Security Agreement
Exhibit 10.7
ORION ENERGY SYSTEMS, INC.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
September 30, 2025
Confidential
Kathleen M. Connors
Final Frontier, LLC
P.O. Box 2086
Andover, MA 01810
Email: kathleen@voltrek.com
Re: Management Support Agreement (this “Agreement”)
Dear Kathleen:
Reference is hereby made to that certain Membership Interest Purchase Agreement, dated effective as of October 5, 2022, among Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), Final Frontier, LLC, a Massachusetts limited liability company (“Final Frontier”), and the members of Final Frontier party thereto, including you (the “Purchase Agreement”), pursuant to which Final Frontier sold and transferred to the Company, and the Company purchased from Final Frontier, all of the issued and outstanding limited liability company membership interests of Voltrek, LLC, a Massachusetts limited liability company (“Voltrek”). Additionally, reference is made to that binding term sheet, dated June 23, 2025, among the Company, Final Frontier and you (as amended, restated, supplemented or otherwise modified from time to time on or prior to the date hereof, the “Term Sheet”), pursuant to which the Company, Final Frontier and you mutually agreed upon terms and conditions applicable to the payment by the Company of its to-be-determined earn-out obligation (exclusive of the FY2024 Earn-Out Payment) owed to Final Frontier pursuant to the Purchase Agreement, among other things. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Term Sheet.
[Signature page follows]
Very truly yours,
ORION ENERGY SYSTEMS, INC.
By: /s/ Per Brodin
Per Brodin
Chief Financial Officer
Accepted and agreed as of the date first written above:
/s/ Kathleen M. Connors
Kathleen M. Connors
FINAL FRONTIER, LLC
By: /s/ Kathleen M. Connors
Kathleen M. Connors, Manager
Exhibit 10.8
ORION ENERGY SYSTEMS, INC.
Board Observer AND CONFIDENTIALITY Agreement
THIS BOARD OBSERVER AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of September 30, 2025 by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and Kathleen M. Connors (“Ms. Connors”).
WHEREAS, reference is hereby made to that certain Membership Interest Purchase Agreement, dated effective as of October 5, 2022 (the “Purchase Agreement”), among the Company, Ms. Connors and Final Frontier, LLC, a Massachusetts limited liability company (a company owned by Ms. Connors) (“Final Frontier”), pursuant to which Final Frontier sold and transferred to the Company, and the Company purchased from Final Frontier, all of the issued and outstanding limited liability company membership interests of Voltrek, LLC, a Massachusetts limited liability company (“Voltrek”).
WHEREAS, additional reference is made to that binding term sheet, as of dated June 23, 2025, among the Company, Final Frontier and Ms. Connors (as amended, restated, supplemented or otherwise modified from time to time on or prior to the date hereof, the “Term Sheet”), pursuant to which the Company, Final Frontier and Ms. Connors mutually agreed upon terms and conditions applicable to the payment by the Company of its to-be-determined earn-out obligations (exclusive of the FY2024 Earn-Out Payment) owed to Final Frontier pursuant to the Purchase Agreement, among other things.
WHEREAS, this Agreement is simultaneously being entered into along with a certain Senior Subordinated Note (the “Note”), which is being issued to Final Frontier pursuant to a certain Senior Subordinated Loan Agreement between the Company and Final Frontier (the “Loan Agreement”) as contemplated by the Term Sheet.
WHEREAS, pursuant to the Term Sheet, the Loan Agreement and the Note, the Company desires to provide Ms. Connors with certain observation rights regarding the Company's board of directors (the “Board”) as further described, and subject to the terms and conditions set forth, herein.
NOW, THEREFORE, the parties agree as follows:
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in the case of the Company, to:
Orion Energy Systems, Inc.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
Attn: Anthony L. Otten, Board Chair
and in the case of Ms. Connors, to:
Kathleen M. Connors
c/o Final Frontier, LLC
P.O. Box 2086
Andover, Massachusetts 01810
With a copy to:
Rubin and Rudman LLP
c/o Christine Cordes, Esq.
53 State Street
Boston, Massachusetts 02109 or to such other address as may be given by either party to the other party from time to time under this Section. Notices shall be deemed properly given upon personal delivery or the day following deposit by overnight carrier.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.
ORION ENERGY SYSTEMS, INC. |
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/s/ Per Brodin |
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Per Brodin |
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Chief Financial Officer |
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/s/ Kathleen M. Connors |
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Kathleen M. Connors |
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[Board Observer and Confidentiality Agreement Signature Page]