ACT
 ENERGY FOCUS, INC.
 CONVERTIBLE PROMISSORY NOTE
 $500,000.00
    
    December 31,2009
(Issuance Date)
 ENERY FOCUS, INC Maker or Energy Focus TLC INVESTMENTS, LLC Jami Hall Robert E. Wilson Lender www.bankrate.com Rate Note
  SECTION 1. PAYMENTS
 Principal and Interest Maturity
Date
 Prepayments
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Application of Payments
 Cancellation of Note
 Special Fee
 SECTION 2. OTHER PAYMENT TERMS
 Waivers
 Default
 Event of Default Event of Default
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SECTION 3. CONVERSION OF NOTE.
 Conversion
 Conversion Procedure
 Issuance of Conversion Shares Section 3(b)
 Registration Rights
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SECTION 4. REPRESENTATIONS OF MAKER
  Organization, Qualifications and Power
 Authorization
 Validity
 SECTION 5. MISCELLANEOUS
 Amendments
 Severability
 Captions
 Interest Computation
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Usury Savings Clause
 Governing Law
 Notices
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If to Maker:
    
    Energy Focus, Inc.32000 Aurora RoadSolon, Ohio 44321Attention: Mr. Joseph G. KaveskiChief
Executive OfficerFacsimile: 440.848.8561If to Lender:
    
    TLC Investments, LLC1244 Gallatin Pike SouthMadison, Tennessee 37115Attention: Ms. Jami HallPresidentFacsimile: 615.883.0988
 Waiver of Jury Trial
 ENERGY FOCUS, INC.By:
    /s/ Joseph G. KaveskiName:
    Joseph G. KaveskiTitle:
    Chief Executive Officer 6




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EXHIBIT A
 Registration Rights
  Company shall mean Energy Focus, Inc.Investor shall mean TLC Investments, LLC.Registerable Securities shall mean the Conversion Shares.Transaction Documents shall mean the Convertible Promissory Note.
 Shelf Registration
 (a)
    
    
    As promptly as possible, and in any event on or prior to the Filing Date, the Company shall
prepare and file with the Commission a shelf Registration Statement covering the resale of
all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule
415. If for any reason (including, without limitation, the Commissions interpretation of
Rule 415) the Commission does not permit all of the Registrable Securities to be included in
such Registration Statement, then the Company shall prepare and file with the Commission one
or more separate Registration Statements with respect to any such Registrable Securities not
included with the initial Registration Statements, as soon as allowed under SEC Regulations
and is commercially practicable. The Registration Statement shall be on a Form S-3; in the
event Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable Securities on another
appropriate form in accordance herewith and (ii) attempt to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the Company shall
maintain the effectiveness of the Registration Statements then in effect until such time as a
Registration Statement on Form S-3 covering the Registrable Securities has been declared
effective by the Commission. If at any time the SEC takes the position that the offering of
some or all of the Registrable Securities in a Registration Statement is not eligible to be
made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or
requires the Investor to be named as an underwriter, the Company shall use its commercially
reasonable best efforts to persuade the SEC that the offering contemplated by the Registration
Statement is a valid secondary offering and not an offering by or on behalf of the issuer as
defined in Rule 415 and that the Investor is not an underwriter. The Investor shall have
the right to participate or have their counsel participate in any meetings or discussions with
the SEC regarding the SECs position and to comment or have her counsel comment on any written
submission
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made to the SEC with respect thereto, and to have such comments relayed to the SEC with
the consent of the Company, not to be unreasonably withheld. No such written
submission shall be made to the SEC to which the Investors counsel reasonably objects.
In the event that, despite the Companys commercially reasonable efforts and
compliance with the terms of this Section 2(e), the SEC refuses to alter its position,
the Company shall (i) remove from the Registration Statement such portion of the
Registrable Securities (the Cut Back Shares) and/or (ii) with the consent of the
Investors counsel, not to be unreasonably withheld, agree to such restrictions and
limitations on the registration and resale of the Registrable Securities as the SEC may
require to assure the Companys compliance with the requirements of Rule 415; provided,
however, that the Company shall not agree to name the Investor as an underwriter in
such Registration Statement without the prior written consent of the Investor
(collectively, the SEC Restrictions). No liquidated damages shall accrue on or as to
any Cut Back Shares until such time as the Company is able, using commercially
reasonable efforts, to effect the filing of an additional Registration Statement with
respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the
Restriction Termination Date). From and after the Restriction Termination Date, all
of the provisions of this Agreement (including the liquidated damages provisions) shall
again be applicable to the Cut Back Shares; provided, however, that for such purposes,
references to the Filing Date shall be deemed to be the Restriction Termination Date.(b)
    
    
    The Company shall use its best efforts to cause each Registration Statement filed hereunder
to be declared effective by the Commission as promptly as possible after the filing thereof,
but in any event prior to the Required Effectiveness Date, and shall use its best efforts to
keep the Registration Statement continuously effective under the Securities Act until the
earlier of (i) the fifth anniversary of the Effective Date, (ii) the date when all Registrable
Securities covered by such Registration Statement have been sold publicly, or (iii) the date
on which the Registrable Securities are eligible for sale without volume limitation within a
three-month period pursuant to Rule 144 or any successor thereto (the Effectiveness Period).
The Company shall notify the Investor in writing promptly (and in any event within one
Business Day) after receiving notification from the Commission that the Registration Statement
has been declared effective.(c)
    
    
    As promptly as possible, and in any event no later than the Post-Effective Amendment Filing
Deadline, the Company shall prepare and file with the Commission a Post-Effective Amendment.
The Company shall use its best efforts to cause the Post-Effective Amendment to be declared
effective by the Commission as promptly as possible after the filing thereof. The Company
shall notify the Investor in writing promptly (and in any event within one Business Day) after
receiving notification from the Commission that the Post-Effective Amendment has been declared
effective.(d)
    
    
    If the Company issues to the Investor any Common Stock pursuant to the Transaction Documents
that is not included in the initial Registration Statement, then
 
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the Company shall file an additional Registration Statement covering such number of
shares of Common Stock on or prior to the Filing Date and shall use it best efforts,
but in no event later than the Required Effectiveness Date, to cause such additional
Registration Statement to be declared effective by the Commission.(e)
    
    
    The Registration Statement shall not include any securities other than the Registrable
Securities without the prior written consent of the Investor.
 Registration Process
 (a)
    
    
    Prepare and file with the Commission the Registration Statement and such amendments
(including post effective amendments) to the Registration Statement and supplements to the
prospectus included therein (a Prospectus) as the Company may deem necessary or appropriate
and take all lawful action such that the Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, not misleading and that the Prospectus forming part of the Registration Statement,
and any amendment or supplement thereto, does not at any time during the Registration Period
include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.;
 (b)
    
    
    Comply with the provisions of the Securities Act with respect to the Registrable Securities
covered by the Registration Statement until the end of the Effectiveness Period;
 (c)
    
    
    Prior to the filing with the Commission of the Registration Statement (including any
amendments thereto) and the distribution or delivery of any Prospectus (including any
supplements thereto), provide draft copies thereof to the Investor and reflect in such
documents all such comments as the Investor (and her counsel) reasonably may propose and
furnish to the Investor and her legal counsel identified to the Company (i) promptly after the
same is prepared and publicly distributed, filed with the Commission, or received by the
Company, one copy of the Registration Statement, each Prospectus, and each amendment or
supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and
supplements thereto and such other documents, as the Investor may reasonably request in order
to facilitate the disposition of the Registrable Securities;
 (d)
    
    
    (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or blue sky laws of such jurisdictions as the Investor reasonably
requests, (ii) prepare and file in such jurisdictions such amendments (including post
effective amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof at all times during the Registration Period,
(iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in
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effect at all times during the Registration Period, and (iv) take all such other lawful
actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (A) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify, (B) subject itself to
general taxation in any such jurisdiction or (C) file a general consent to service of
process in any such jurisdiction;(e)
    
    
    As promptly as practicable after becoming aware of such event, notify the Investor of the
occurrence of any event, as a result of which the Prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and
promptly prepare an amendment to the Registration Statement and supplement to the Prospectus
to correct such untrue statement or omission, and deliver a number of copies of such
supplement and amendment to the Investor as the Investor may reasonably request;(f)
    
    
    As promptly as practicable after becoming aware of such event, notify the Investor (or, in
the event of an underwritten offering, the managing underwriters) of the issuance by the
Commission of any stop order or other suspension of the effectiveness of the Registration
Statement and take all lawful action to effect the withdrawal, rescission or removal of such
stop order or other suspension;(g)
    
    
    Take all such other lawful actions reasonably necessary to expedite and facilitate the
disposition by the Investor of his Registrable Securities in accordance with the intended
methods therefor provided in the Prospectus which are customary under the circumstances;(h)
    
    
    Make generally available to its security holders as soon as practicable, but in any event not
later than 18 months after the Effective Date of the Registration Statement, an earnings
statement of the Company and its Subsidiary complying with Section 11(a) of the Securities Act
and the rules and regulations of the Commission thereunder;(i)
    
    
    In the event of an underwritten offering, promptly include or incorporate in a Prospectus
supplement or post effective amendment to the Registration Statement such information as the
underwriters reasonably agree should be included therein and to which the Company does not
reasonably object and make all required filings of such Prospectus supplement or post
effective amendment as soon as practicable after it is notified of the matters to be included
or incorporated in such Prospectus supplement or post effective amendment;(j)
    
    
    Make reasonably available for inspection by the Investor, any underwriter participating in
any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Investor or any such underwriter
all relevant financial and other records, pertinent corporate documents and properties
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of the Company and its Subsidiary, and cause the Companys officers, directors and
employees to supply all information reasonably requested by the Investor or any such
underwriter, attorney, accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided, however, that all records, information and documents that are designated in
writing by the Company, in good faith, as confidential, proprietary or containing any
nonpublic information shall be kept confidential by the Investor and any such
underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality
agreement in the case of any such holder or agent), unless such disclosure is made
pursuant to judicial process in a court proceeding (after first giving the Company an
opportunity promptly to seek a protective order or otherwise limit the scope of the
information sought to be disclosed) or is required by law, or such records, information
or documents become available to the public generally or through a third party not in
violation of an accompanying obligation of confidentiality; and provided, further,
that, if the foregoing inspection and information gathering would otherwise disrupt the
Companys conduct of its business, such inspection and information gathering shall, to
the maximum extent possible, be coordinated on behalf of the Investor and the other
parties entitled thereto by one firm of counsel designated by and on behalf of the
majority in interest of the Investor and other parties;(k)
    
    
    In connection with any offering, make such representations and warranties to the Investor and
to the underwriters if an underwritten offering, in form, substance and scope as are
customarily made by a company to underwriters in secondary underwritten offerings;(l)
    
    
    In connection with any underwritten offering, deliver such documents and certificates as may
be reasonably required by the underwriters;(m)
    
    
    Cooperate with the Investor to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to the Registration Statement, which
certificates shall, if required under the terms of this Agreement, be free of all restrictive
legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as the Investor may request and maintain a transfer agent for the Common Stock;(n)
    
    
    Use its commercially reasonable efforts to cause all Registrable Securities covered by the
Registration Statement to be listed or qualified for trading on the principal Trading Market,
if any, on which the Common Stock is traded or listed on the Effective Date of the
Registration Statement; and(o)
    
    
    Unless and to the extent that such Plan of Distribution requires modification due to
inaccuracy due to changes in the plan of distribution of Investor, or due to a change in SEC
regulations, to use the Plan of Distribution attached hereto as Exhibit B in each
Prospectus and Registration Statement.
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Obligations and Acknowledgements of the Investor
 (a)
    
    
    It shall be a condition precedent to the obligations of the Company to include the
Registrable Securities in the Registration Statement that the Investor (i) shall furnish to
the Company such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and (ii) shall execute such
documents in connection with such registration as the Company may reasonably request. At
least five Business Days prior to the first anticipated filing date of a Registration
Statement, the Company shall notify the Investor of the information the Company requires from
the Investor (the Requested Information) if the Investor elects to have any of its
Registrable Securities included in the Registration Statement. If at least two Business Days
prior to the anticipated filing date the Company has not received the Requested Information
from the Investor, then the Company may file the Registration Statement without including any
Registrable Securities of the Investor and the Company shall have no further obligations under
this Agreement to the Investor after such Registration Statement has been declared effective.
If the Investor notifies the Company and provides the Company the information required hereby
prior to the time the Registration Statement is declared effective, the Company will file an
amendment to the Registration Statement that includes the Registrable Securities of the
Investor; provided, however, that the Company shall not be required to file such amendment to
the Registration Statement at any time less than five Business Days prior to the Effectiveness
Date.(b)
    
    
    The Investor agrees to cooperate with the Company in connection with the preparation and
filing of a Registration Statement hereunder, unless the Investor has notified the Company in
writing of her election to exclude all of its Registrable Securities from such Registration
Statement;(c)
    
    
    The Investor agrees that, upon receipt of any notice from the Company of the occurrence of
any event of the kind described in Section 1.2(e) or 1.2(f), the Investor shall immediately
discontinue her disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until the Investors receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 1.2(e) and, if so directed by the
Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of destruction) all copies in the Investors
possession (other than one copy of any documents not filed with the SEC for evidentiary
purposes), of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice; and
 Expenses of Registration
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Accountants Letter
 Indemnification and Contribution
 (a)
    
    
    Indemnification by the Company. The Company shall indemnify and hold harmless the
Investor and each underwriter, if any, which facilitates the disposition of Registrable
Securities, and each of their respective officers and directors and each Person who controls
such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (each such Person being sometimes hereinafter referred to as an Indemnified
Person) from and against any losses, claims, damages or liabilities, joint or several, to
which such Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, not
misleading, or arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Prospectus or an omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and the
Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other
expenses incurred by them in connection with investigating or defending any such action or
claim as and when such expenses are incurred; provided, however, that the Company shall not be
liable to any such Indemnified Person in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged
untrue statement made in, or an omission or alleged omission from, such Registration Statement
or Prospectus in reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case of the
occurrence of an event of the type specified in Section 1.2(e), the use by the Indemnified
Person of an outdated or defective Prospectus after the Company has provided to such
Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue
statement or omission or alleged omission giving rise to such loss, claim, damage or
liability.
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(b)
    
    
    Indemnification by Investor. The Investor agrees, as a consequence of the inclusion
of any of her Registrable Securities in a Registration Statement to (i) indemnify and hold
harmless the Company, its directors (including any person who, with his or her consent, is
named in the Registration Statement as a director nominee of the Company), its officers who
sign any Registration Statement and each Person, if any, who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against
any losses, claims, damages or liabilities to which the Company or such other persons may
become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon (A) an untrue
statement or alleged untrue statement of a material fact contained in such Registration
Statement or Prospectus or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the
statements therein (in light of the circumstances under which they were made, in the case of
the Prospectus), not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the Company by the
Investor expressly for use therein or (B) the use by the Investor of an outdated Prospectus
from and after receipt by the Investor of a notice pursuant to Section 1.2(e), and (ii)
reimburse the Company for any legal or other expenses incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Investor shall not be liable under this Section 1.6(b) for any
amount in excess of the net proceeds paid to the Investor in respect of Registrable Securities
sold by it.(c)
    
    
    Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification
pursuant to this Section 1.6 (an Indemnified Party) of written notice of any investigation,
claim, proceeding or other action in respect of which indemnification is being sought (each, a
Claim), the Indemnified Party promptly shall notify the Person against whom indemnification
pursuant to this Section 1.6 is being sought (the Indemnifying Party) of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the extent that the
Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by
reason of such failure. In connection with any Claim as to which both the Indemnifying Party
and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the
defense thereof. Notwithstanding the assumption of the defense of any Claim by the
Indemnifying Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear
the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the
Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such
fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that
representation of the Indemnified Party by the Indemnifying Party by the same legal counsel
would not be appropriate due to actual or, as reasonably determined by legal counsel to the
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Indemnified Party,
potentially differing interests between such parties in the conduct of the defense of
such Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying Party (other
than that the Indemnified Party is entitled to be indemnified by the Indemnifying
Party), or (iii) the Indemnifying Party shall have failed to employ legal counsel
reasonably satisfactory to the Indemnified Party within a reasonable period of time
after notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in the preceding
sentence, the fees, costs and expenses of such legal counsel shall be borne exclusively
by the Indemnified Party. Except as provided above, the Indemnifying Party shall not,
in connection with any Claim in the same jurisdiction, be liable for the fees and
expenses of more than one firm of counsel for the Indemnified Party (together with
appropriate local counsel). The Indemnified Party shall not, without the prior written
consent of the Indemnifying Party (which consent shall not unreasonably be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnifying Party from all liabilities with
respect to such Claim or judgment or contain any admission of wrongdoing.(d)
    
    
    Contribution. If the indemnification provided for in this Section 1.6 is unavailable
to or insufficient to hold harmless an Indemnified Party in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as
a result of such losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
the Indemnified Party in connection with the statements or omissions or alleged statements or
omissions which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by such Indemnifying
Party or by such Indemnified Party, and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section
1.6(d) were determined by pro rata allocation (even if the Investor or any underwriters were
treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 1.6(d). The amount
paid or payable by an Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
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(e)
    
    
    Limitation on Investors Obligations. Notwithstanding any other provision of this
Section 1.6, in no event shall the Investor have any liability under this Section 1.6 for any
amounts in excess of the dollar amount of the proceeds actually received by the Investor from
the sale of Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such Registrable
Securities are registered under the Securities Act.(f)
    
    
    Other Liabilities. The obligations of the parties under this Section 1.6 shall be in
addition to any liability which such party may otherwise have to any Indemnified Person and
the obligations of any Indemnified Person under this Section 1.6 shall be in addition to any
liability which such Indemnified Person may otherwise have to any other party. The remedies
provided in this Section 1.6 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to an indemnified party at law or in equity.
 Rule 144
 (i)
    
    comply with the provisions of paragraph (c)(1) of
Rule 144 or any successor thereto; and(ii)
    
    file with the Commission in a timely manner all
reports and other documents required to be filed by the Company pursuant
to Section 13 or 15(d) under the Exchange Act; and, if at any time it is
not required to file such reports but in the past had been required to
or did file such reports, it will, upon the request of the Investor,
make available other information as required by, and so long as
necessary to permit sales of, its Registrable Securities pursuant to
Rule 144 or any successor thereto.
 Common Stock Issued Upon Stock Split, etc
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EXHIBIT B
 Plan of Distribution
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EXHIBIT C
 NOTICE OF CONVERSION
   (Name of Lender and holder of Note)(Address of Lender and holder of Note)(SSN or EIN of Lender and holder of Note)Date: ______ ___, 20___
    
    Sign:(Signature must conform in all respects to name of
Lender shown on face of the Note)
 20