SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2020 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2020, 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”).
STRICTLY CONFIDENTIAL Energy Focus, Inc. 32000 Aurora Road, Suite B Solon, Ohio 44139 Attn: James Tu, Chief Executive Officer Dear Mr. Tu:Letter Agreement • January 13th, 2020 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York
This letter agreement (this “Agreement”) constitutes the agreement between Energy Focus, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in co
COMMON STOCK PURCHASE WARRANT ENERGY FOCUS, INC.Energy Focus, Inc/De • January 13th, 2020 • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 13, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 9, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Energy Focus, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of January 8, 2020.
COMMON STOCK PURCHASE WARRANT ENERGY FOCUS, INC.Energy Focus, Inc/De • January 13th, 2020 • Electric lighting & wiring equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 13, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Energy Focus, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
