ORION ENERGY SYSTEMS, INC.
2210 Woodland Drive
Manitowoc, Wisconsin 54220
July 31, 2025
Confidential
Ms. Kathleen M. Connors Final Frontier, LLC
P.O. Box 2086
Andover, Massachusetts 01810 Email: [***]
Re: Earn Out Term Sheet Amendment Dear Kat:
Reference is hereby made to that certain binding Proposed Voltrek Earn-Out Payment Term Sheet,
dated June 23, 2025, among Orion Energy Systems, Inc., a Wisconsin corporation (“Company”), Final Frontier, LLC, a Massachusetts limited liability company (“Final Frontier”), and you (“Term Sheet”), pursuant to which the parties mutually agreed upon certain terms and conditions of the Company’s to-be- determined earn-out obligations owed to Final Frontier pursuant to the Membership Interest Purchase Agreement dated effective as of October 5, 2022.
By signing below, we mutually agree that the first sentence of Section 1 of the Term Sheet shall be amended and restated in its entirety as follows: “Company will pay Final Frontier $875,000 (“FY24 Earn- Out Payment”) in cash as follows: $500,000 on August 1, 2025 and $375,000 on September 3, 2025 in full payment of the Company’s fiscal 2024 earn-out obligation.”
Except as specifically amended and restated above, the Term Sheet otherwise remains in full force and effect.
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:
FINAL FRONTIER, LLC
By: /s/ Kathleen M. Conners
Kathleen M. Conners,
Manager
/s/ Kathleen M. Conners
Kathleen M. Conners, individually