COMMON STOCK PURCHASE WARRANT
 Energy Focus, Inc.
 This Is To Certify That Company Exercise Price
 Securities Purchase Agreement
 1. DEFINITIONS
 Warrant
 Business Day
 Issuance Date
 Commission
 Common Stock
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Convertible Securities
 Exchange Act
 Exercise Period
 Expiration Date
 Fundamental Corporate Change
 Holder
 Market Price
 Other Property
 Person
 Securities Act
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Trading Day provided
 Trading Market
 Transfer
 Warrant Shares
 Warrants
 2. EXERCISE OF WARRANT
 2.1 Manner of Exercise
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2.2 Payment of Taxes and Charges
  2.3 Fractional Shares
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2.4 Cashless Exercise During Event
  X
    
    =
    
    Y (A  B)

A
      2.5 Buy-In
 Buy-In
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2.6 Agreement not to Exercise Rights
  3. TRANSFER, DIVISION AND COMBINATION
 3.1 Transfer
  3.2 Division and Combination
  3.3 Expenses
  3.4 Maintenance of Books
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4. ADJUSTMENTS
  4.1 Stock Dividends, Subdivisions and Combinations
      4.2 Certain Other Distributions
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4.3 Dilutive Issuances
  New Exercise Price
    
    =
    
    P1 Q1 + P2 Q2

Q1 + Q2
  P1
    
    =
    
    Applicable Exercise Price in effect
immediately prior to such new issue or sale.Q1
    
    =
    
    Number of shares of Common Stock outstanding
plus the number of shares of Common Stock issuable upon conversion or
exercise of Convertible Securities outstanding immediately prior to
such new issue or sale.P2
    
    =
    
    100% of the weighted average price per share
of Common Stock received or deemed by the Company upon such new issue
or sale.Q2
    
    =
    
    Number of shares of Common Stock issued or
sold, or deemed to have been issued, in the subject transaction.
  8




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4.4 Other Provisions Applicable to Adjustments under this Section
  When Adjustments to be Made.
 Fractional Interests.
 When Adjustment not Required.
 4.5 Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets
 Fundamental Corporate Change Other Property
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4.6 Other Action Affecting Common Stock
  4.7 Nasdaq Limitation; Par Value Limitation
 (
 .
  5. NOTICES TO THE HOLDER
 5.1 Notice of Adjustments
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5.2 Notice of Corporate Action
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6. NO IMPAIRMENT
   7. RESERVATION AND AUTHORIZATION OF COMMON STOCK
    8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS
  12




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9. RESTRICTIONS ON TRANSFERABILITY
  10. LIMITATIONS ON EXERCISE.
  11. LOSS OR MUTILATION
 provided,
 12. OFFICE OF THE COMPANY
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13. LIMITATION OF LIABILITY
  14. MISCELLANEOUS
 14.1 Nonwaiver
  14.2 Notice Generally
  14.3 Remedies
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14.4 Successors and Assigns
  14.5 Amendment
  14.6 Severability
  14.7 Headings
  14.8 Governing Law
  14.9 Disputes
  (Signature appears on the following page.)
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In Witness Whereof
  Energy Focus, Inc.By:
    /s/ Joseph G. KaveskiName:
    Joseph G. KaveskiTitle:
    Chief Executive Officer 16




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EXHIBIT A
 SUBSCRIPTION FORM
  
 
  
  (Name of Registered Owner)(Signature of Registered Owner)(Street Address)(City)         (State)        (Zip Code)Notice: The signature on this subscription must
correspond with the name as written upon the face
of the within Warrant in every particular,
without alteration or enlargement or any change
whatsoever.
 A-1




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EXHIBIT B
 ASSIGNMENT FORM
 For Value Received
 Name and Address of Assignee
    
    No. of Shares of Common Stock
  
  
 (Name of Registered Owner)(Signature of Registered Owner)Notice: The signature on this assignment must
correspond with the name as written upon the face
of the within Warrant in every particular,
without alteration or enlargement or any change
whatsoever.
 B-1