0001193125-13-234985 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 24th, 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”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • May 24th, 2013 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 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 a “Investor” and collectively, the “Investors”).

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