0000924168-23-000010 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 23rd, 2023 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 23rd, 2023 • Energy Focus, Inc/De • Electric lighting & wiring equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 23rd, 2023 • Energy Focus, Inc/De • Electric lighting & wiring equipment

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of January 18, 2023, is entered into by and between Crossroads Financial Group, LLC, a North Carolina limited liability company (as successor by assignment from Crossroads Financing, LLC herein called “LENDER”) and Energy Focus, Inc., a Delaware corporation (with tax identification # 94-3021850), (herein called “BORROWER”).

AMENDMENT TO PROMISSORY NOTE
Promissory Note • January 23rd, 2023 • Energy Focus, Inc/De • Electric lighting & wiring equipment

This Amendment to Promissory Note (this “Amendment”) is entered into as of January 17, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

EXCHANGE AGREEMENT
Exchange Agreement • January 23rd, 2023 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York

This Exchange Agreement (this “Agreement”) is entered into as of January 17, 2023 by and between Mei Yun (Gina) Huang (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (as defined below).

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