FORM OF SUBSCRIPTION AND ESCROW AGENT AGREEMENT SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between Real Goods Solar, Inc. And Continental Stock Transfer & Trust CompanySubscription and Escrow Agent Agreement • October 30th, 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 [ ], 2019.
FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • October 30th, 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.”
FORM OF LETTER REAL GOODS SOLAR, INC. Subscription Rights to Purchase Shares of Series 1 Preferred Stock Offered Pursuant to Subscription Rights Distributed to Subscription Rights Holders of Real Goods Solar, Inc. _____, 2019Real Goods Solar, Inc. • October 30th, 2019 • Construction - special trade contractors
This letter is being distributed by Real Goods Solar, Inc., a Colorado corporation (“Real Goods Solar,” “we” or “us”), to (i) all holders of record of shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at 5:00 p.m., Eastern time, on [__ __], 2019 (the “record date”), and (ii) holders of our warrants exercisable for our Class A common stock that holders could purchase as of 5:00 p.m., Eastern time, on the record date by exercising holders’ warrants (assuming full exercise, and without any beneficial ownership limitation), in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase shares of Series 1 Preferred Stock, par value $0.0001 per share (“Series 1 Preferred Stock”). The subscription rights and Series 1 Preferred Stock are described in the offering circular dated [__ __] , 2019 (a copy of which accompanies this letter).
