0001193125-12-143734 Sample Contracts

Number of Shares of Common Stock: Warrant No. COMMON STOCK PURCHASE WARRANT To Purchase Common Stock of ENERGY FOCUS, INC.
Common Stock Purchase Warrant • March 30th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment • Delaware

This Warrant is issued pursuant to, and the Holder is entitled to the benefits of, that certain Securities Purchase Agreement dated as of February 27, 2012 by and among the Company and the investors party thereto (the “Securities Purchase Agreement”). Capitalized terms used herein without definition are used with the definitions assigned thereto in such Securities Purchase Agreement.

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ROSENTHAL & ROSENTHAL, INC. Financing Agreement
Financing Agreement • March 30th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York

AGREEMENT dated December 22, 2011 between Energy Focus, Inc. a corporation duly organized and presently existing in good standing under the laws of the State of Delaware (“Borrower”), whose chief executive office is at 3200 Aurora Road, Solon, OH 44139, and ROSENTHAL & ROSENTHAL, INC. (“Lender”), a New York corporation with an address at 1370 Broadway, New York NY 10018.

ENERGY FOCUS, INC. SECURITIES PURCHASE AGREEMENT February 27, 2012
Securities Purchase Agreement • March 30th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2012, by and among Energy Focus, Inc., a Delaware corporation (the “Company”), and the parties listed on the signature page hereto (each an “Investor” and together the “Investors”).

ASIAN BUSINESS DEVELOPMENT/ COLLABORATION AGREEMENT
Asian Business Development/ Collaboration Agreement • March 30th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment • Delaware

THIS ASIAN BUSINESS DEVELOPMENT/ COLLABORATION AGREEMENT (this “Agreement”) is made as of February 27, 2012 between Energy Focus Inc., a Delaware corporation, (OTC BB: EFOI.OB) (the “Company”), and Communal International Ltd (“Communal”). The Company and Communal may be referred to hereinafter as a “Party”, or collectively, as the “Parties”.

AMENDED AND RESTATED SUBLEASE AGREEMENT By and Between KEYSTONE RUBY, LLC (Landlord) and ENERGY FOCUS, INC. (Tenant) 32000 Aurora Road Solon, Ohio
Sublease Agreement • March 30th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment • Ohio

THIS AMENDED AND RESTATED SUBLEASE AGREEMENT (the “Lease”) is entered into effective as of September 1, 2010, by and between Landlord and Tenant named below.

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