Section 2. **Company’s Representations and Warranties.**The Company makes the followingrepresentations and warranties:     (a) The Company is a corporation duly organized, validly existing and in good standing underthe laws of the State of Delaware.     (b) All corporate action on the part of the Company and its officers, directors andshareholders necessary for the execution, delivery and performance of this Agreement and theauthorization, issuance and delivery of the Note being issued pursuant to this Agreement has beentaken as of the date hereof.     (c) The Company is not in violation of any applicable statute, rule or regulation adopted,enacted or promulgated by any government or governmental authority the consequence of which wouldhave an adverse effect on consummation of the transactions contemplated by this Agreement inaccordance with its terms or a material adverse effect on the Company’s business or financialcondition.     (d) Neither execution and delivery of this Agreement, the Note, the Warrant Agreement or theWarrants by the Company nor consummation of the transactions contemplated hereby or thereby will(i) violate or conflict with the articles of incorporation or by-laws of the Company, (ii) violateany provisions of law applicable to the Company, or (iii) violate, conflict with or result in abreach of or default under any contract, instrument or other agreement to which the Company is aparty or any governmental or judicial order or decree applicable to the Company.     (e) Each of the representations and warranties made by the Company in the Warrant Agreement istrue and correct.     Section 3. **Purchaser’s Representations and Warranties**. (a) The Purchaser represents andwarrants to the Company that: (i) all documents, records and books relating to the Purchaser’sinvestment in the Company requested by the Purchaser have been made available or delivered to thePurchaser and that all questions of the Purchaser relating to said investment have been answered bythe Company; (ii) it understands that the Note is a speculative investment which involves a highdegree of risk of loss by the Purchaser of its investment therein; (iii) it has been offered theopportunity to ask questions of appropriate officers of the Company with respect to its businessand affairs, and such officers have answered all such questions to its satisfaction; (iv) itspurchase of the Note is being made for the Purchaser’s own account for investment purposes and withno intention of immediate distribution; (v) the Purchaser has the requisite knowledge andexperience in financial and business matters to enable it to evaluate the merits and risks of aninvestment in the Note; (vi) it is aware that the Note may be a “restricted security” within themeaning of such term under Rule 144 of the Rules of the SEC (“Rule 144”), that the Note may besubject to the resale restrictions of Rule 144 (unless another exemption is available under theSecurities Act of 1933*,*as amended (the “Securities Act”), and that, if the Purchaser at any timeis deemed to be an affiliate of the Company, the Note may be subject to
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the additional resale restrictions under Rule 144 applicable to affiliates; (vii) it is aware thatuntil the Note may be registered under the Securities Act, it may be unable to liquidate itsinvestment in the Note despite a need to do so; and (viii) it is aware that the Note may bear alegend conditioning the transfer of the Note upon the receipt of a satisfactory opinion to theeffect that any proposed transfer of the Note is exempt from registration under the Securities Act,or the like.     (b) The Purchaser represents and warrants to the Company that it is either (i) anaccredited investor under Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Act”)for the following reasons, or (ii) is not an accredited investor as marked below.**Please check each of the statements below which are applicable to you:** o The Purchaser is a natural person whose individual net work, or joint networth with his/her spouse, at the time of his/her purchase exceeds$1,000,000.  o The Purchaser is a natural person who hadindividual income in excess of $200,000 in each of 2007 and 2008, orjoint income with his/her spouse in excess of $300,000 in each of thoseyears, and who reasonably expects the same or greater income level in2009.  o The Purchaser is a pension plan whose investmentsare directed by a registered investment advisor or an accreditedinvestor, or whose plan assets exceed $5,000,000.  o The Purchaser is a corporation, partnership, orlimited liability company whose assets exceed $5,000,000.  o The Purchaser is a trust whose assets exceed$5,000,000.  o The Purchaser is a director or officer of theCompany.  o The Purchaser is an entity in which all of theequity owners are accredited investors.  o **The Purchaser is not an accredited investor.**     (c) The Purchaser is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Ohio.     (d) All action on the part of the Purchaser and members or managers necessary for theexecution, delivery and performance of this Agreement and the authorization, issuance and deliveryof the other documents being issued pursuant to this Agreement has been taken as of the datehereof.
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     (e) The Purchaser is not in violation of any applicable statute, rule or regulation adopted,enacted or promulgated by any government or governmental authority the consequence of which wouldhave an adverse effect on consummation of the transactions contemplated by this Agreement inaccordance with its terms or a material adverse effect on the Purchaser’s business or financialcondition.     (f) Neither execution and delivery of this Agreement by the Company nor consummation of thetransactions contemplated hereby will (i) violate or conflict with the articles of organization oroperator’s agreement of the Purchaser, (ii) violate any provisions of law applicable to thePurchaser, or (iii) violate, conflict with or result in a breach of or default under any contract,instrument or other agreement to which the Purchaser is a party or any governmental or judicialorder or decree applicable to the Purchaser.     Section 4. **Conditions to Closing of the Purchaser**. Purchaser’s obligations at the Closing aresubject to the fulfillment, on or prior to the Closing Date, of all of the following conditions,any of which may be waived in whole or in part by all of the Purchasers:          (a)* Representations and Warranties. The representations and warranties made by Company in**Section 2**hereof and in the other documents shall be true and correct in all material respects.          (b)* Governmental Approvals and Filings. Except for any notices required or permitted to befiled after the Closing Date with certain federal and state securities commissions and as otherwisedisclosed and required under the terms and conditions of the Warrant Agreement, Company shall haveobtained all governmental approvals, if any, required in connection with the lawful sale andissuance of the Notes and Warrants.          (c)* Legal Requirements. At the Closing, the sale and issuance by Company, and the purchase bythe Purchaser, of the Note shall be legally permitted by all laws and regulations to which thatPurchaser, or Company is subject.          (d)* Proceedings and Documents. All corporate and other proceedings in connection with thetransactions contemplated at the Closing and all documents and instruments incident to suchtransactions shall be reasonably satisfactory in substance and form to that Purchaser.          (e)* Transaction Documents. Company shall have duly executed and delivered to the Purchaserthe following documents (the “***Transaction Documents***”):(i) This Agreement;(ii)TheNote;(iii) TheWarrant Agreement;(iv) Each Warrant issued under the Warrant Agreement; and
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(v) The Security Agreement in the form of **Exhibit D**hereto(the *“****Security Agreement****“*); and          (f)* Perfection of Liens. All documents or instruments reasonably requested by the Purchasersnecessary to create and perfect the liens described in the Security Agreement (the “***Liens***”) shallhave been delivered to the Purchasers, including but not limited to, taking any other actionnecessary under the Uniform Commercial Code as enacted under the laws of Delaware to perfect suchLiens.          (g)* Consents, Waivers, Etc. Company shall have obtained all necessary consents, approvals orwaivers of any and all third parties, relating to the transaction contemplated hereby.          (h)* Legal Requirements. At the Closing, the sale and issuance by Company, and the purchase bythe Purchaser, of the Notes and the issuance by the Company of the Warrants to the Members shall belegally permitted by all laws and regulations to which such Purchasers or Company are subject.     **Section 5. Conditions to Obligations of Company**. Company’s obligation to issue and sell theNote, at the initial Closing and at each Subsequent Closing are subject to the fulfillment, on orprior to the Closing Date, of the following conditions, any of which may be waived in whole or inpart by Company:          (a)* Representations and Warranties. The representations and warranties made by the Purchaserin **Section 3**hereof shall be true and correct in all material respects.          (b)* Governmental Approvals and Filings. Except for any notices required or permitted to befiled after the Closing Date with certain federal and state securities commissions, and as requiredand disclosed under the Warrant Agreement, Company shall have obtained all governmental approvalsand made all governmental filings required in connection with the lawful sale and issuance of theNotes and Warrants.          (c)* Legal Requirements. At the initial Closing and at each Subsequent Closing, the sale andissuance by Company, and the purchase by the Purchaser, of the Notes shall be legally permitted byall laws and regulations to which the Purchaser or Company are subject.          (d)* Purchase Price. The Purchaser shall have delivered to Company the Purchase Price inrespect of the Note being purchased by such Purchaser referenced in **Section 1**hereof.          (e)* Securities Laws. The transactions contemplated under this Agreement shall have beencompleted in compliance with all applicable securities and other laws.     Section 6. **Brokers Commissions**. The Purchaser will indemnify and hold harmless the Companyfrom the commission, fee or claim of any person, firm or corporation employed or retained orclaiming to be employed or retained by the Purchaser to bring about, or to represent it in, thetransaction contemplated hereby. The Company will indemnify and hold harmless the Purchaser fromthe commission, fee or claim of any person, firm or corporation employed or
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retained by the Company to bring about, or to represent it in, the transaction contemplated hereby.     Section 7. **Amendment and Modification.**The parties hereto may not amend, modify or supplementthis Agreement except by a writing signed by both of the parties hereto.     Section 8. **Binding Effect, No Assignment.**This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective successors, permitted assigns, heirs andlegal representatives, and neither party shall be entitled to assign its rights hereunder exceptupon the other party’s prior written consent; provided, however, (a) that Company may assign thisAgreement in connection with a merger or consolidation involving Company, or a sale ofsubstantially all of Company’s assets, so long as the purchaser or assignee assumes Company’sobligations under this Agreement, and (b) that Purchaser may assign this Agreement in connectionwith a permitted sale or transfer of the Note.     Section 9. **Entire Agreement**. This instrument contains the entire agreement of the partieshereto with respect to the purchase of the Securities and the other transactions contemplatedherein, and supersedes all prior understandings and agreements of the parties with respect to thesubject matter hereof.     Section 10. **Headings**. The descriptive headings in this Agreement are inserted for convenienceonly and do not constitute a part of this Agreement.     Section 11. **Execution in Counterparts.**This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original.     Section 12. **Governing Law.**This Agreement shall be governed by and interpreted in accordancewith the laws of the State of Delaware applicable to contracts made and to be performed therein,without regard to the conflicts of law principles thereof.
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     IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be dulyexecuted as of the day and year first above written.      Energy Focus, Inc.*************