0001437749-13-002731 Sample Contracts

NOTE PURCHASE AGREEMENT

Note Purchase Agreement • March 12th, 2013 • Energy Focus, Inc/De • Electric lighting & wiring equipment • Ohio

• Contract Type
  Note Purchase Agreement
• Filed
  March 12th, 2013
• Company
  Energy Focus, Inc/De
• Industry
  Electric lighting & wiring equipment
• Jurisdiction
  Ohio

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of ___________, 2013, by and between ENERGY FOCUS INC., a Delaware corporation with headquarters located at 32000 Aurora Road, Solon, Ohio 44139 (the “Company”), and the parties listed on the signature page hereto (each a “Buyer” and together the “Buyers”).

Contract

Convertible Subordinated Promissory Note • March 12th, 2013 • Energy Focus, Inc/De • Electric lighting & wiring equipment

• Contract Type
  Convertible Subordinated Promissory Note
• Filed
  March 12th, 2013
• Company
  Energy Focus, Inc/De
• Industry
  Electric lighting & wiring equipment

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.