Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Effective October 30, 2024, Orion Energy Systems, Inc. (the "Company"), with Bank of America, N.A. as lender, executed Amendment No. 3 ("Amendment No. 3") to its Loan and Security Agreement dated December 29, 2020, and as previously amended on November 4, 2022 and April 22, 2024 (the "LSA"). The primary purpose of Amendment No. 3 was to extend the maturity date of the Revolving Credit Line and the Term Loan from December 29, 2025 to June 30, 2027.

The foregoing description of Amendment No. 3 and the LSA as amended by Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.