What is a rights offering

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for more shares than you are entitled to under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable.

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

I apply for                        shares x $ [_.___] = $                    
(no. of new shares) (subscription price)     (amount enclosed)

(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares of Common Stock for which you are entitled to subscribe pursuant to your Over-Subscription Right:

I apply for                      shares x $ [_.___] = $                    
(no. of new shares) (subscription price)     (amount enclosed)

(c) Total Amount of Payment Enclosed = $                    

METHOD OF PAYMENT (CHECK ONE)

o		Certified bank check or cashiers check drawn on a U.S. bank payable to “BNYM, as Subscription Agent”, f/b/o Energy Focus, Inc.
o		Postal, telegraph, or money order payable to “BNYM, as Subscription Agent”, f/b/o Energy Focus, Inc.

o

Wire transfer of immediately available funds directly to the account maintained by BNYM, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at [ ___Bank], [Address], ABA #[___], Account # [___], BNYM f/b/o Energy Focus, Inc., with reference to the rights holder’s name.

FORM 2-DELIVERY TO DIFFERENT ADDRESS If you wish that the Common Stock issued as a result of your exercising your subscription rights be in a name, or reflect an address, different from that shown on the face of this Subscription Rights Certificate, please enter the different name or the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

FORM 3-SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. By signing below I confirm that if, after giving effect to the exercise of my Rights and as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, I beneficially own more than 14.99% of the outstanding shares of Common Stock (calculated immediately upon the closing of the Rights Offering as described in the Prospectus), I will promptly notify the Company in writing of that fact and will not vote with respect to the number of shares in excess of 14.99% for a ninety (90) day period in order to allow the Company to take action to avoid a distribution of rights under its Rights Agreement with Mellon Shareowner Services, LLC as Rights Agent.

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever, unless the signature(s) is/are of (an) assignee(s).

FORM 4-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Form 2.

Signature Guaranteed:
		(Name of Bank or Firm)

By:
		(Signature of Officer)

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association, or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FORM 5-ASSIGNMENT

FOR VALUE RECEIVED, I hereby sell, assign, and transfer to

(Name of Assignee)		(SSN or EIN of Assignee)
(Address of Assignee)

                                         Rights to Purchase Common Stock of the Company represented by this Subscription Rights Certificate, and do hereby irrevocably constitute and appoint the Assignee(s) as Attorney(s) to transfer those Rights on the books of the Company with full power of substitution.

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.