EX-4.6






Exhibit 4.6




FORM OF SUBSCRIPTION RIGHTS CERTIFICATE TO PURCHASE SHARES OF COMMON STOCK




			
	 	 	 
	RIGHTS CERTIFICATE NO.:                     
	 	NUMBER OF RIGHTS:                     






THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S

PROSPECTUS DATED OCTOBER [__], 2009 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY

REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE BANK OF NEW

YORK MELLON SHAREOWNER SERVICES, THE SUBSCRIPTION AGENT AND INFORMATION AGENT.




Energy Focus, Inc.

Incorporated under the laws of the State of Delaware




SUBSCRIPTION RIGHTS CERTIFICATE




Evidencing Subscription Rights to Purchase Shares of Common Stock of Energy Focus, Inc.




Subscription Price: $[___.___] per Share




THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK

CITY TIME, ON [NOVEMBER ___], 2009, UNLESS EXTENDED BY THE COMPANY.




REGISTERED OWNER:                                         




	 	 	 
	THIS CERTIFIES THAT the registered
owner whose name is inscribed hereon
is the owner of the number of
subscription rights (“Rights”) set
forth above. Each whole Right
entitles the holder thereof to
subscribe for and purchase one share
of Common Stock, with a par value of
$0.0001 per share, of Energy Focus,
Inc., a Delaware corporation, at a
subscription price of $[ ___. ___ ___]
per share (the “Basic Subscription
Right”), pursuant to a rights
offering (the “Rights Offering”), on
the terms and subject to the
conditions set forth in the
Prospectus. Holders who
fully exercise their Basic
Subscription Rights are entitled to subscribe for additional

	 	shares
of common stock that remain
unsubscribed for as a result of any
unexercised Basic Subscription
Rights pursuant to the terms and
conditions of the Rights Offering,
subject to proration, as described
in the Prospectus (the
“Over-Subscription Right”). The
Rights represented by this
Subscription Rights Certificate may
be exercised by completing Form 1
and any other appropriate form(s) on
the reverse side hereof, or by
completing a letter of Transmittal,
and by returning the full payment of
the subscription price for each
share of Common Stock.





This Subscription Rights Certificate is not valid unless countersigned by the subscription agent
and registered by the registrar.



Witness the signatures of the duly authorized officers of Energy Focus, Inc.




Date: October [___], 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Chief Executive Officer
	 	 	 	Secretary

	 
	 	 	 	 	 	 	 	 
	COUNTERSIGNED:	 	 	 	COUNTERSIGNED:
	 
	 	 	 	 	 	 	 	 
	The BNY Mellon Shareowner Services,	 	 	 	The BNY Mellon Shareowner Services,
	Subscription Agent	 	 	 	Transfer Agent and Registrar
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	     Authorized Signature
	 	 
	 	 	 	     Authorized Signature






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DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE




Delivery other than in the manner or to one of the addresses listed below will not constitute valid delivery.




	 	 	 	 	 
	By Mail:

	 	By Hand:
	 	By Overnight Courier:
	Energy Focus, Inc.

	 	Energy Focus, Inc.
	 	Energy Focus, Inc.
	c/o BNY Mellon Shareowner Services

	 	c/o BNY Mellon Shareowner Services
	 	c/o BNY Mellon Shareowner Services
	Attn: [                    ] Dept.

	 	Attn: [                    ] Dept.
	 	Attention: [                    ] Dept.
	P.O. Box [                    ]

	 	[                    ,       Floor]
	 	[                    ,       Floor]
	Jersey City, New Jersey [          ]

	 	New York, New York [          ]
	 	Jersey City, New Jersey [          ]






	 	 	 
	Facsimile Transmission:
	 	To confirm receipts of
	(Eligible Institutions Only)
	 	facsimiles only:
	[     -     -          ]
	 	[     -     -          ]






PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.






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):
	 	 
	 

	 	 










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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.








FOR INSTRUCTIONS ON THE USE OF ENERGY FOCUS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE
BANK OF NEW YORK MELLON SHAREOWNER SERVICES, THE INFORMATION AGENT, AT [___.___.___].





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