0001437749-14-007092 Sample Contracts

CONVERSION AGREEMENT
Conversion Agreement • April 24th, 2014 • Prime Science & Technology Inc. • Electric lighting & wiring equipment • Delaware

THIS CONVERSION AGREEMENT (this “Agreement”) is entered into as of March __, 2014 by and among Energy Focus, Inc., a Delaware corporation (the “Company”), and the party listed on the signature page hereto (the “Noteholder”).

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JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Joint Filing Agreement and Power of Attorney • April 24th, 2014 • Prime Science & Technology Inc. • Electric lighting & wiring equipment

The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each of the undersigned, in respect of the Common Stock of Energy Focus, Inc. (“EFOI”).

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