FIRST LOAN MODIFICATION AND FORBEARANCE AGREEMENT
This First Loan Modification and Forbearance Agreement (this Loan Modification Agreement ”) is
entered into as of the First Loan Modification Effective Date, by and between SILICON VALLEY BANK , a
California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021
(“ Bank ”), and ENERGY FOCUS, INC. , a Delaware corporation, formerly known as Fiberstars, Inc., a
Delaware corporation, with offices located at 32000 Aurora Road, Solon, Ohio 44139.
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness,
and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan
arrangement dated as of October 27, 2008, evidenced by, among other documents, a certain Second Amended
and Restated Loan and Security Agreement dated as of October 27, 2008 between Borrower and Bank (as may
be amended from time to time, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined
herein shall have the same meaning as in the Loan Agreement.
2. DESCRIPTION OF COLLATERAL . Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement (together with any other collateral security granted to Bank, the “ Security
Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations
shall be referred to as the “ Existing Loan Documents ”.
3. ACKNOWLEDGMENT OF DEFAULTS . Borrower acknowledges and agrees that certain Defaults and
Events of Default have occurred under the Loan Agreement by virtue of Borrower’s failure to comply with the
minimum Tangible Net Worth covenant contained in Section 6.9(a) of the Loan Agreement for the compliance
period ending on November 30, 2008 (the “ Prior Default ”). Borrower has informed Bank that it an