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.
SECOND LOAN MODIFICATION AND REINSTATEMENT AGREEMENTSecond Loan Modification and Reinstatement Agreement • April 1st, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces
This Second Loan Modification and Reinstatement Agreement (this “Loan Modification Agreement”) is entered into as of November 13, 2012 (the “Second Loan Modification Effective Date”), by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission St., Suite 900, San Francisco, California 94105 (“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”), ALTERIS ISI, LLC, a Delaware limited liability company (“ISI”, and together with Real Goods Energy, Real
LOAN COMMITMENTLoan Commitment • April 1st, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado
LOAN COMMITMENT dated as of November 13, 2012 (this “Agreement”), is among Real Goods Solar, Inc., a Colorado corporation (the “Company”), Riverside Renewable Energy Investments, LLC, a Delaware limited liability company (“Riverside”), and Gaiam, Inc., a Colorado corporation (“Gaiam” and, collectively with Riverside, the “Shareholders”). In consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • April 1st, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 27, 2013 (the “Third Loan Modification Effective Date”), by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission St., Suite 900, San Francisco, California 94105 (“Bank”), and REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), REAL GOODS TRADING CORPORATION, a California corporation (“Real Goods Trading”), and ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris” and together with Real Goods Energy, and Real Goods Trading, individually and collectively, jointly and severally, the “Borrower”) and, solely for purposes of Section 7 below, REAL GOODS SOLAR, INC., a Colorado corporation (the “Secured Guarantor”).
FIRST AMENDMENT TO TAX SHARING AGREEMENTTax Sharing Agreement • April 1st, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado
THIS AMENDMENT (this “Amendment”) is entered into as of December 19, 2011 (the “Amendment Date”), among Gaiam, Inc., a Colorado corporation (“Gaiam”), and Real Goods Solar, Inc., a Colorado corporation (“RGSI”), and amends the Tax Sharing Agreement (the “Original Agreement”) effective as of May 8, 2008 (the “Effective Date”) among Gaiam and RGSI. Capitalized terms used in this Amendment and not defined herein have the meanings given them in the Original Agreement.
