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October 28, 2009
Diker Management LLC
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx, 00000
Re.: Subscription Rights Offering to Purchase Shares of EFOI Common Stock
Gentlemen:
This letter will confirm our understanding and agreement relating to your
participation in our Rights Offering and our acquisition of the lighting
retrofit and energy services business of the Stones River Companies ("SRC") of
Nashville, Tennessee. .
Inc consideration for your full participation in our Common Stock Rights
Offering during the first subscription period, we agrees to and pledges the
following:
o Upon written request, EFOI will cancel your subscription and
purchase of shares in our Rights Offering and promptly return to
you the purchase price for the shares in exchange for your return
of the shares to us in the event that a.) we do not close the
acquisition of SRC within 45 days of date of this letter and b.)
Xxxx Xxxx, the current owner of SRC is not offered a position on
Energy Focus, Inc. Board of Directors effective on the closing date
of the acquisition.
The first subscription period of the Offering expires at 5:00 pm New York City
time on Friday, October 30, 2009.
If this letter agreement accurately sets forth our understanding and agreement,
please sign it in the space provided and return to us a signed copy of it.
ENERGY FOCUS, INC. DIKER MANAGEMENT LLC
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxx
Xxxxxx X. Xxxxxxx --------------------
Chief Executive Officer Name: Xxxx X. Xxxxx
Title: Managing Member
Date: October 28, 2009 Date: October ___, 2009
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