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Board of Directors Code of Conduct

Introduction

The members of the Board of Directors of Energy Focus, Inc. acknowledge and accept the scope and extent of our duties as directors. We have a responsibility to carry out our duties in an honest and businesslike manner and within the scope of our authority, as set forth in the General Corporation Laws of the State of Delaware and in the Certificate of Incorporation and By-Laws of Energy Focus, Inc. We are entrusted with and responsible for the oversight of the assets and business affairs of Energy Focus, Inc. in an honest, fair, diligent and ethical manner. As Directors we must act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of Energy Focus and its shareholders. The Board of Directors has adopted the following Code of Conduct and our Directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow.

Board Members will:

— Act in the best interests of, and fulfill their fiduciary obligations to, Energy Focus’ shareholders;

— Act honestly, fairly, ethically and with integrity;

— Conduct themselves in a professional, courteous and respectful manner;

— Comply with all applicable laws, rules and regulations;

— Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;

— Act in a manner to enhance and maintain the reputation of Energy Focus;

— Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest;

— Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of Energy Focus and its Board of Directors;

— Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information;

— Not use confidential information acquired in the course of their service as Directors for their personal advantage; and

— Resign and retire from the Board on the date he or she reaches the age of 72.

Directors will annually sign a confirmation that they have read and will comply with this Code.

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