5,900,000 Shares and Warrants to Purchase 5,015,000 Shares REAL GOODS SOLAR, INC. Common Stock, $0.0001 par value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 9, 2018, is by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
PLACEMENT AGENCY AGREEMENT June 25, 2015Placement Agency Agreement • June 26th, 2015 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000 of registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) and Series F common stock purchase Warrants to purchase shares of Common Stock (the “Warrants” and the Warrants together with the Shares, the “Securities”) to purchase shares of Common Stock directly to various investors (each, an “Investor” and, collectively, the “Investors”) through WestPark Capital, Inc., as exclusive placement agent (the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
REAL GOODS SOLAR, INC. UNDERWRITING AGREEMENT 2,800 Shares of Preferred Stock Warrants to Purchase up to 509,090 Shares of Common StockUnderwriting Agreement • September 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
REAL GOODS SOLAR, INC., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), 2,800 units (“Units”), each Unit consisting of (i) one share of Series A 12.5% Mandatorily Convertible Preferred Stock (each a “Share” and, collectively, the “Shares”) of preferred stock, par value $0.0001 per share (the “Preferred Stock”), initially convertible into 181.8181 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Conversion Shares”, including for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock issuable upon exercise of the Representative Warrant (as defined below)) and (ii) a Series H Warrant (each a “Warrant”) to purchase 181.8181 shares of Common Stock, and the sha
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 21st, 2011 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on December 19, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), REAL GOODS TRADING CORPORATION, a California corporation (“Real Goods Trading”), EARTH FRIENDLY ENERGY GROUP HOLDINGS, LLC, a Delaware limited liability company (“EFEG Holdings”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”), EARTH FRIENDLY ENERGY GROUP, LLC, a Delaware limited liability company (“EFEG”), SOLAR WORKS, LLC, a Delaware limited liability company (“Solar Works”), ALTERIS RPS, LLC, a Delaware limited liability company (“RPS”), and ALTERIS ISI, LLC, a Delaware limited liability company (“ISI”, and together with Real Goods Energy, Real Goods Trading, EFEG Holdings, Alter
ContractReal Goods Solar, Inc. • April 4th, 2019 • Construction - special trade contractors • New York
NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT (AS DEFINED HEREIN), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 1, 2016, by and among Real Goods Solar, Inc., a Colorado corporation, with headquarters located at 833 West South Boulder Road, Louisville, CO 80027 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2012 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado
This Indemnification Agreement, dated as of , 20 , is made by and between Real Goods Solar, Inc., a Colorado corporation (the “Corporation”) and (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2014 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2014, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2014 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2014, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each a “Investor” and collectively, the “Investors”).
real goods solar, INC. PREPAID SERIES S Warrant To Purchase Common StockReal Goods Solar, Inc. • April 2nd, 2019 • Construction - special trade contractors • New York
Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, up to such number of fully paid and nonassessable shares of Common Stock equal to ________, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Prepaid Series S Warrant to Purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section
ContractReal Goods Solar, Inc. • April 1st, 2013 • Heating equipment, except electric & warm air furnaces • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractReal Goods Solar, Inc. • March 31st, 2015 • Construction - special trade contractors • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2019 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2019, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 8th, 2017 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 10th, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of April 9, 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, Colorado 80202 (the “Company”) and the investor signatory hereto (the “Investor”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG REAL GOODS SOLAR, INC., IROQUOIS MASTER FUND LTD AND IROQUOIS CAPITAL INVESTMENT GROUP LLC DATED AS OF JUNE 5, 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors • Colorado
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 5, 2018 (this “Agreement”), by and among Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois Master Fund”), Iroquois Capital Investment Group LLC, a Delaware limited liability company (“ICIG” and, together with Iroquois Master Fund, “Iroquois”) and Real Goods Solar, Inc., a Colorado corporation (the “Company”).
MASTER NETTING AGREEMENTMaster Netting Agreement • April 10th, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
MASTER NETTING AGREEMENT (the “Agreement”), dated as of April 9, 2018, by and among Real Goods Solar, Inc., a Colorado corporation with offices located at 110 16th Street, Suite 300, Denver, CO 80202 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).
AN ASTERISK INDICATES WHERE PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT MADE TO THE SECURITIES AND EXCHANGE COMMISSION. THESE NON-PUBLIC PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND...Stock Purchase Agreement • April 30th, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • California
STOCK PURCHASE AGREEMENT dated as of November 15, 2007 by and among MARIN SOLAR, INC., a California corporation (the “Company”), ROY PHILLIPS, an individual resident of the State of California (“R. Phillips”), JAN PHILLIPS, an individual resident of the State of California (“J. Phillips”) (J. Phillips and R. Phillips collectively referred to as “Sellers”), and REAL GOODS MARIN, INC., a California corporation (“Buyer”).
February 7, 2017 [Purchaser] Dear Sirs:Real Goods Solar, Inc. • February 8th, 2017 • Construction - special trade contractors
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust CompanySubscription and Escrow Agent Agreement • November 7th, 2019 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (this “Agreement”) between Real Goods Solar, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Subscription Agent”), is dated as of November 6, 2019.
AGREEMENT AND PLAN OF MERGER AMONG REAL GOODS SOLAR, INC., REAL GOODS MERCURY, INC. and MERCURY ENERGY, INC. dated as of August 8, 2013Agreement and Plan of Merger • September 9th, 2013 • Real Goods Solar, Inc. • Construction - special trade contractors • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of August 8, 2013, by and among Mercury Energy, Inc., a Delaware corporation (the “Company”), Real Goods Solar, Inc., a Colorado corporation (“Parent”), and Real Goods Mercury, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
Shares REAL GOODS SOLAR, INC. Class A Common Stock ($0.0001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
Real Goods Solar, Inc., proposes to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Real Goods Solar, Inc., a Colorado corporation (the “Company”) (said shares hereinafter called the “Underwritten Securities”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The Company currently is a wholly owned subsidiary of Gaiam, Inc., a Colorado corporation (“Parent”), which owns all of the issued and outstanding shares of the Company’s Class A Common Stock and all of the issued and outstanding shares of the Company’s Class B Common Stock, par value
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado
This Registration Rights Agreement (this “Agreement”), dated as of , 2008, is made by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and Gaiam, Inc., a Colorado corporation (“Gaiam”).
AN ASTERISK INDICATES WHERE PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT MADE TO THE SECURITIES AND EXCHANGE COMMISSION. THESE NON-PUBLIC PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND...Asset Purchase Agreement • April 30th, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • California
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 1, 2008, among CARLSON SOLAR, a California corporation (“Seller”), MARY CARLSON, an individual resident of the state of California, BRANDON CARLSON, an individual resident of the state of California, BRITTANY CARLSON, an individual resident of the state of California and SCOTT CARLSON, an individual resident of the state of California, (each, a “Shareholder” and collectively, the “Shareholders”), and REAL GOODS CARLSON, INC., a California corporation (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2013, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Employee Stock Option AgreementEmployee Stock Option Agreement • June 21st, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors
This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), and the individual named below (the “Grantee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 10th, 2020 • Real Goods Solar, Inc. • Construction - special trade contractors • Colorado
This Change in Control Agreement (this “Agreement”), effective as of January 17, 2020 (the “Effective Date”) is entered by and between Real Goods Energy Tech dba Real Goods Solar and Real Goods Solar, Inc. (collectively, the “Company”), with its principal offices located at 110 16th Street, 3rd Floor Denver, CO 80202, and Richard Barich who resides at [ ](“Executive”), each a “Party” and, collectively, the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2017 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2017, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONVERSION AGREEMENTConversion Agreement • August 10th, 2015 • Real Goods Solar, Inc. • Construction - special trade contractors • Colorado
THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2015 (the “Effective Date”), by and between REAL GOODS SOLAR, INC., a Colorado corporation (“Issuer”), and RIVERSIDE FUND III, L.P., a limited partnership formed in the State of Delaware (“Noteholder”). Issuer and Noteholder are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • November 19th, 2019 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Real Goods Solar, Inc., a Colorado corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), and outstanding warrants exercisable to purchase Common Stock (the “Warrants”) subscription rights (the “Rights”) as set forth in the Offering Circular in the Company’s Form 1-A offering statement (File No. 024-11087) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 30, 2019 to subscribe for and purchase shares of the Company’s to be authorized Series 1 Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a subscription price equal to $10.00 per share (the “Subscription Price”). Shares of Preferred Stock issuable in the Rights Offering shall be referred to herein as the “Rights Shares.”
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • April 17th, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado
This Tax Sharing and Indemnification Agreement (this “Agreement”), dated as of , 2008, is made and entered into by and between Gaiam, Inc., a Colorado corporation (“Gaiam”), and Real Goods Solar, Inc., a Colorado corporation (“Real Goods”) (each, a “Party,” and, collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2016, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2018 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2018, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 21st, 2011 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces
This SECURITY AGREEMENT (this “Security Agreement”) is entered into as of December 19, 2011, 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 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and REAL GOODS SOLAR, INC., a Colorado corporation with offices located at 833 West South Boulder Road, Louisville, Colorado 80027 (“Debtor”).
