EX-4.8






Exhibit 4.8




FORM OF INSTRUCTIONS FOR USE OF LETTER OF TRANSMITTAL




INSTRUCTIONS FOR USE OF ENERGY FOCUS, INC.

LETTER OF TRANSMITTAL




CONSULT BANK OF NEW YORK MELLON SHAREOWNER SERVICES OR

YOUR BANK OR BROKER AS TO ANY QUESTIONS




THE RIGHTS WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME, ON

NOVEMBER [___], 2009, UNLESS EXTENDED AS DESCRIBED IN THE



PROSPECTUS.




     The following instructions relate to a rights offering (the “Rights Offering”) by Energy
Focus, Inc., a Delaware corporation (the “Company”), to the holders of common stock, par value
$.0001 per share (“Common Stock”), of the Company as described in the Company’s prospectus dated
October [___], 2009 (the “Prospectus”). Stockholders of record at the close of business on October
[___], 2009 (the “Record Date”) are receiving one transferable subscription right for each share of
the company’s common stock held by them at the Record Date. Holders of Common Stock are receiving
transferable subscription rights (“Rights”) to acquire shares of Common Stock, par value $.0001 per
share.



     Each whole Right is exercisable, upon payment of $[_.___] per share (the “Subscription Price”),
to purchase one share of Common Stock (the “Basic Subscription Privilege”). In addition, subject to
the proration described below, each holder of record of Rights (“Rightsholder”) who fully exercises
its Basic Subscription Privilege with respect to all Rights that it holds in the same capacity
pursuant to a single Common Stock transmittal letter (“Transmittal Letter”) also has the right to
subscribe at the Subscription Price for additional shares of Common Stock (the “Over-subscription
Privilege”). If shares of Common Stock being offered in the Rights Offering remain available for
purchase following the exercise of the Basic Subscription Privilege by Rightsholders prior to the
Expiration Time (the “Excess Shares”), Rightsholders who have exercised their Over-subscription
Privilege to subscribe for a number of Excess Shares will be permitted to purchase those shares
subject to the proration described below. If there is not a sufficient number of Excess Shares to
satisfy all subscriptions pursuant to the exercise of the Over-subscription Privilege, the Excess
Shares will be allocated pro rata (subject to the elimination of fractional shares) among
Rightsholders exercising their Over-subscription Privilege in proportion to the number of shares of
the Company’s common stock owned by the Rightholders on the Record Date relative to the number of
shares owned on the record date by all Rightholders exercising their Over-subscription Privilege;




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provided,
however, that if such pro rata allocation results in any Rightsholder being allocated a
greater number of Excess Shares than such Rightsholder subscribed for pursuant to the exercise of
such Rightsholder’s Over-subscription Privilege, then such
Rightsholder will be allocated only such number of Excess Shares as such Rightsholder subscribed
for, and the remaining Excess Shares will be allocated among all other Rightsholders exercising
their Over-subscription Privileges.



     No fractional rights or cash in lieu thereof will be issued or paid. Instead, fractional
Rights will be rounded up to the nearest whole right. Nominee holders of Common Stock that hold, on
the Record Date, shares for the account of more than one beneficial owner may exercise the number
of Rights to which all such beneficial owners in the aggregate would otherwise have been entitled
if they had been direct record holders of Common Stock on the Record Date, provided such nominee
holder makes a proper showing to the Subscription Agent, as determined in the Company’s sole and
absolute discretion.



     The Subscription Price for Common Stock is payable by certified or cashiers check drawn upon a
U.S. bank or by postal, telegraphic or express money order, in each case payable to the
Subscription Agent, or by wire transfer to the Subscription Agent.



     The Rights will expire at 5:00 p.m., New York City time, on November [___], 2009, unless
extended by the Company as described in the Prospectus (the “Expiration Time”).



     The number of Rights to which a holder of a “Transmittal Letter” is entitled is printed on the
face of that holder’s Transmittal Letter. You should indicate your wishes with regard to the
exercise, assignment, transfer or sale of your Rights by completing the Transmittal Letter and
returning it to the Subscription Agent in the envelope provided.



     YOUR TRANSMITTAL LETTER MUST BE RECEIVED BY THE SUBSCRIPTION AGENT OR GUARANTEED DELIVERY
REQUIREMENTS WITH RESPECT TO YOUR TRANSMITTAL LETTER MUST BE COMPLIED WITH, AND PAYMENT OF THE
SUBSCRIPTION PRICE MUST BE RECEIVED, AS MORE SPECIFICALLY DESCRIBED IN THE PROSPECTUS, BY THE
SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION TIME. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT



1. Subscription Privilege.




     To exercise Rights, deliver your properly completed and executed Transmittal Letter, together
with payment in full of the Subscription Price for each share of Common Stock subscribed for
pursuant to the Basic Subscription Privilege and the Over-subscription Privilege, to the
Subscription Agent.



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     Payment of the applicable Subscription Price must be made for the full number of shares of
Common Stock being subscribed for by certified or cashiers check drawn upon a U.S. bank or by
postal, telegraphic or express money order payable to Bank of New York Mellon Shareowner Services,
as Subscription Agent, or by wire transfer sent to the Subscription Agent. THE SUBSCRIPTION PRICE
WILL BE DEEMED TO HAVE
BEEN RECEIVED BY THE SUBSCRIPTION AGENT ONLY UPON THE RECEIPT BY THE SUBSCRIPTION AGENT OF ANY
CERTIFIED OR CASHIERS CHECK DRAWN UPON A U.S. BANK OR OF ANY POSTAL, TELEGRAPHIC OR EXPRESS MONEY
ORDER, OR BY WIRE TRANSFER, AS PROVIDED ABOVE.



     Alternatively, you may cause a written guarantee substantially in the form enclosed herewith
(the “Notice of Guaranteed Delivery”) from a commercial bank, trust company, securities broker or
dealer, credit union, savings association or other eligible guarantor institution which is a member
of or a participant in a signature guarantee program acceptable to the Subscription Agent (each of
the foregoing being an “Eligible Institution”), to be received by the Subscription Agent at or
prior to the Expiration Time, together with payment in full of the applicable Subscription Price.
Such Notice of Guaranteed Delivery must state your name, the number of Rights represented by your
Transmittal Letter, the number of shares of Common Stock being subscribed for pursuant to the Basic
Subscription Privilege and the number of shares of Common Stock, if any, being subscribed for
pursuant to the Over-subscription Privilege, and will guarantee the delivery to the Subscription
Agent of your properly completed and executed Transmittal Letter within three business days
following the date the Subscription Agent receives the Notice of Guaranteed Delivery. If this
procedure is followed, your Transmittal Letter must be received by the Subscription Agent within
three business days following the date the Subscription Agent receives the Notice of Guaranteed
Delivery.



     Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the
Information Agent, at the address, or by calling the telephone number, indicated below.



     If more shares of Common Stock are subscribed for pursuant to the Over-subscription Privilege
than are available for sale, such shares will be allocated as described above.



     The address and facsimile numbers of the Subscription Agent are as follows:



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	By Mail:

	 	By Overnight Courier:
	 	By Hand:
	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.
	 	Attn: [                    ] Dept.
	P.O. Box [                    ]

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

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






	 	 	 	 	 	 	 
	 

	 	Facsimile Transmission:
	 	 	 	To confirm receipts of
	 

	 	(Eligible Institutions Only)
	 	 	 	facsimiles only:
	 

	 	[___-___-___]
	 	 	 	[___-___-___]





Delivery to an address other than the addresses listed above, or transmission to a facsimile number
other than the number set forth above, will not constitute valid delivery.




     The address and telephone numbers of the Information Agent, for inquiries, information or
requests for additional documentation with respect to the Rights are as follows:



Bank of New York Mellon Shareowner Services

Attention: [_________] Dept.

[_____________, __ Floor]

[______________,__________ _____]

[__-__-____]






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     If you have not indicated the number of shares of Common Stock being purchased, or if you have
not forwarded full payment of the Subscription Price for the
number of shares of Common Stock that
you have indicated are being purchased, you will be deemed to have exercised the Basic Subscription
Privilege with respect to the maximum number of shares of Common Stock which may be purchased for
the Subscription Price transmitted or delivered by you, and to the extent that the Subscription
Price transmitted or delivered by you exceeds the product of the Subscription Price multiplied by
the number of shares of Common Stock you are entitled to purchase as evidenced by the Transmittal
Letter(s) transmitted or delivered by you and no direction is given as to the excess (such excess
being the “Subscription Excess”), you will be deemed to have exercised your Over-subscription
Privilege to purchase, to the extent available, that number of whole shares of Common Stock equal
to the quotient obtained by dividing the Subscription Excess by the Subscription Price, subject to
the limit on the number of shares of Common Stock available to be purchased in the Rights Offering
and applicable proration.



2. Conditions to Completion of the Rights Offering.




     There are no conditions to the completion of the Rights Offering. However, the Company has the
right to terminate the Rights Offering for any reason before the Rights distributed in the Rights
Offering expire.



3. Delivery of Shares of Common Stock




     The following deliveries and payments will be made to the address shown on the face of your
Transmittal Letter unless you provide instructions to the contrary in your Transmittal Letter.



     (a) Basic Subscription Privilege. As soon as practicable after the Expiration Time, the
Subscription Agent will issue to each validly exercising Rightsholder shares of Common Stock
purchased pursuant to such exercise. Such shares will be issued electronically in registered,
book-entry form.



     (b) Over-subscription Privilege. As soon as practicable after the Expiration Time, the
Subscription Agent will issue to each Rightsholder who validly exercises the Over-subscription
Privilege the number of shares of Common Stock allocated to and
purchased by such Rightsholder pursuant to the Over-subscription Privilege. Such shares will be
issued electronically in registered, book-entry form.



     (c) Return of Excess Payments. As soon as practicable after the Expiration Time, the
Subscription Agent will promptly deliver to each Rightsholder who exercises the Over-subscription
Privilege any excess funds, without interest or deduction, received in payment of the Subscription
Price for each share of Common Stock that is subscribed for by, but not allocated to, such
Rightsholder pursuant to the Basic Subscription Privilege or the Over-subscription Privilege.



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4. To Sell or Transfer Rights.




     To transfer your unexercised Rights to a designated transferee or to a broker, dealer or
nominee for sale on your behalf, you must complete the Assignment in Box 8 of your Transmittal
Letter. Your signature(s) must be medallion guaranteed by an Eligible Institution.



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5. To Sell or Transfer Stock; Special Mailing Instructions.





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     If you want your Energy Focus, Inc. stock and any refund check to be issued in another name,
complete the Special Instructions in Box 6 of the Transmittal Letter. If you want your stock and
any refund check to be mailed to a different address or to someone else, complete the Special
Mailing Instructions in Box 7 of the transmittal Letter. Signature(s) in Boxes 6 and 7 must be
medallion guaranteed by an Eligible Institution.



6. Execution.




     (a) Execution by Registered Holder(s). The signature on the Transmittal Letter must correspond
with the name of the registered holder exactly as it appears on the face of the Transmittal Letter
without any alteration or change whatsoever. If the Transmittal Letter is registered in the names
of two or more joint owners, all of such owners must sign. Persons who sign the Transmittal Letter
in a representative or other fiduciary capacity must indicate their capacity when signing and,
unless waived by the Company in its sole and absolute discretion, must present to the Subscription
Agent satisfactory evidence of their authority to so act.



     (b) Execution by Person Other than Registered Holder. If the Transmittal Letter is executed by
a person other than the holder named on the face of the Transmittal Letter, proper evidence of
authority of the person executing the Transmittal Letter must accompany the same unless, for good
cause, the Company dispenses with proof of authority, in its sole and absolute discretion.



     (c) Signature Guarantees. Your signature must be guaranteed by an Eligible Institution if you
wish to transfer all or less than all of your unexercised Rights to a designated transferee or to a
broker, dealer or nominee for sale on your behalf, as
specified in Paragraph 4, or if you want your stock and any refund check to be issued in another
name, as specified in Paragraph 5, or if you
want your stock and any refund check mailed to a
different address or to someone else, as specified in Paragraph 5.


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7. Method Of Delivery.




     The method of delivery of Transmittal Letters and payment of the Subscription Price to the
Subscription Agent will be at the election and risk of the Rightsholder, but, if sent by mail, it
is recommended that they be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription
Agent prior to the Expiration Time.




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8. Form W-9.




     Each Rightsholder who elects to exercise his, her, or its Rights through the Subscription
Agent should provide the Subscription Agent with a correct Taxpayer Identification Number (“TIN”)
and, where applicable, certification of such Rightsholder’s exemption from backup withholding on a
Form W-9. Each foreign Rightsholder who elects to exercise his, her, or its Rights through the
Subscription Agent should provide the Subscription Agent with certification of foreign status on a
Form W-8. Copies of Form W-8 and additional copies of Form W-9 may be obtained upon request from
the Subscription Agent at the address, or by calling
the telephone number, indicated above. Failure
to provide the information on the form may subject such holder to 28% federal income tax
withholding with respect to any proceeds received by such Rightsholder.




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