0000950123-09-047726 Sample Contracts

FORM OF RIGHTS SUBSCRIPTION AGENT AGREEMENT
Rights Subscription Agent Agreement • October 1st, 2009 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York

THIS RIGHTS SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) between Energy Focus, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York State chartered bank (“Agent”), is dated as of October 5, 2009.

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