Exhibit 10.1


 


 


 


 


 


 


 


 


 


 


 


SUBSCRIPTION AND ESCROW AGENT
AGREEMENT


 


Between


 


Real Goods Solar, Inc.


 


And


 


Continental Stock Transfer
 & Trust Company


 


 


 


 


 


 


 


 


 


 


 






     


     

    

  


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.


 


1.       Appointment.


 


(a)       The
Company is distributing at no charge (the “Rights Offering”) to (i) the holders of record of its Class A
Common Stock, par value $0.0001 per share (the “Common Stock”), as of 5:00 p.m., Eastern time, on November
27, 2019 (the “Record Date”) and (ii) the holders of record of its warrants exercisable for Common Stock
(the “Warrants”) on the Record Date non-transferable subscription rights (the “Rights”)
to purchase up to an aggregate of 2,000,000 shares of the Company’s Series 1 Preferred Stock, par value $0.0001 per
share (the “Preferred Stock”). Each holder of Common Stock or Warrants will receive ten Rights for each
every (x) one share of Common Stock owned on the Record Date, and (y) one share of Class A common stock that such holder
could purchase on the Record Date by exercising Warrants (assuming full exercise, and without any beneficial ownership
limitation). Each Right entitles the stockholder or warrantholder to purchase one share of Preferred Stock at a purchase
price of $10 per share (the “Subscription Price”). The term “Subscribed” shall mean
submitted for purchase from the Company by a stockholder or warrantholder in accordance with the terms of the
Rights Offering, and the term “Subscription” shall mean any such submission.


 


(b)       The
Rights Offering will expire on December 16, 2019 at 5:00 p.m. Eastern Time (the “Expiration Time”), unless
the Company shall have extended the period of time for which the Rights Offering is open, in its sole discretion for up to 45 days,
in which event the term “Expiration Time” shall mean the latest time and date at which the Rights Offering,
as so extended by the Company from time to time, shall expire.


 


(c)       The
Company filed an Offering Statement on Form 1-A (File No. 024-11087) relating to the Rights Offering with the Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended, on September 30, 2019 (the “Offering
Statement”). The terms of the Rights Offering are more fully described in the Offering Circular (the “Circular”)
forming part of the Offering Statement as such Offering Statement may be qualified by the SEC. A copy of the Circular is attached
hereto as Exhibit 1. All terms used and not defined herein shall have the same meaning as in the Circular. Promptly
after the Record Date, (i) the Company will instruct Computershare, in its capacity as transfer agent for the Common Stock, to
generate a list of holders of Common Stock as of the Record Date (the “Record Stockholders List”) and (ii) the
Company will generate a list of holders of Warrants (the “Record Warrant Holders List,” and together with the
Record Stockholders List, the “Records Holders List”).


 


(d)       The
Company hereby appoints the Subscription Agent to act as subscription agent (the “Subscription Agent”) for the
Rights Offering in accordance with and subject to the following terms and conditions.


 


2.       Subscription
of Rights.


 


(a)       The
Rights are evidenced by subscription rights certificates (the “Certificates”), a copy of the form of which is
attached hereto as Exhibit 2. The Certificates entitle the holders to subscribe, upon payment of the Subscription Price,
for shares of Preferred Stock at the rate of one share per Right evidenced by a Certificate (the “Basic Subscription Right”).
No fractional shares will be issued.


 


3.       Duties
of Subscription Agent. As Subscription Agent, the Subscription Agent is authorized and directed to perform the following:


 


(a)       Issue
the Certificates in accordance with this Agreement in the names of the holders of the Common Stock and Warrants of record on the
Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records
to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice
President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers.


 






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(b)       Promptly
after the Subscription Agent receives the Record Holders List, the Subscription Agent shall:


 


(i)       mail
or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of the
Depository Trust Company (“DTC”) or otherwise) to each holder of Common Stock or Warrants of record on the Record
Date whose address of record is within the United States and Canada, (i) a Certificate evidencing the Rights to which such
Common Stock holder or Warrant holder is entitled under the Rights Offering, (ii) a copy of the Circular, and (iii) a
return envelope addressed to the Subscription Agent; and


 


(ii)       mail
or cause to be mailed, to each holder of Common Stock or Warrants of record on the Record Date whose address of record is outside
the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Circular (including all attachments and accompanying
documents). The Subscription Agent shall refrain from mailing Certificates issuable to any holder of Common Stock or Warrants of
record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and
hold such Certificates for the account of such holder subject to such holder making satisfactory arrangements with the Subscription
Agent for the exercise of the Rights evidenced thereby, and follow the instructions of such Common Stock holder or Warrant holder
for the exercise of such Rights if such instructions are received at or before 11:00 a.m., Eastern Time, at least three business
days prior to the Expiration Time.


 


(c)       Mail
or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the Circular with Certificate(s)
with respect to Common Stock and Warrants when such Certificate(s) are issued to holders other than the registered holder of the
Certificate.


 


(d)       Accept
Subscriptions upon the due exercise (including payment of the Subscription Price) on or prior to the Expiration Time of Rights
in accordance with the terms of the Certificates and the Circular.


 


(e)       Subject
to the next sentence, accept Subscriptions from Common Stock holders and Warrant holders whose Certificates are alleged to have
been lost, stolen, or destroyed upon receipt by the Subscription Agent of an affidavit of theft, loss, or destruction and a bond
of indemnity in form and substance reasonably satisfactory to the Subscription Agent, accompanied by payment of the Subscription
Price for the total number of Rights Subscribed. Upon receipt of such affidavit and bond of indemnity and compliance with any other
applicable requirements, stop orders shall be placed on said Certificates, and the Subscription Agent shall withhold delivery of
the Rights Subscribed for until after the Certificates have expired and it has been determined that the Rights evidenced by the
Certificates have not otherwise been purported to have been exercised or otherwise surrendered.


 


(f)       Accept
Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other
proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative
capacity), and without signatures of co-fiduciaries, co-representatives, or any other person:


 


(i)       if
the Certificate is registered in the name of a fiduciary and is executed by, and the Rights are to be issued in the name of, such
fiduciary;


 


(ii)       if
the Certificate is registered in the name of joint tenants and is executed by one of the joint tenants, provided the Certificate
is issued in the names of, and is to be delivered to, such joint tenants;


 






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(iii)       if
the Certificate is registered in the name of a corporation and is executed by a person in a manner which appears or purports to
be done in the capacity of an officer, or agent thereof, provided the Rights are to be issued in the name of such corporation;
or


 


(iv)       if
the Certificate is registered in the name of an individual and is executed by a person purporting to act as such individual’s
executor, administrator, or personal representative, provided, the Rights are to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased registered holder and there is no evidence indicating the subscriber is
not the duly authorized representative that they purport to be.


 


(g)       Accept
Subscriptions not accompanied by Certificates if submitted by a firm having membership in the New York Stock Exchange or another
national securities exchange or by a commercial bank or trust company having an office in the United States and accompanied by
proper payment for the total number of Rights Subscribed.


 


(h)       Refer
to the Company, for specific instructions as to acceptance or rejection, Subscriptions received after the Expiration Time, Subscriptions
not authorized to be accepted, and Subscriptions otherwise failing to comply with the requirements of the Circular and the terms
and conditions of the Certificates.


 


4.       Acceptance
of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offering:


 


(a)       Hold
all funds received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration
Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3
and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights
and Over-Subscription Rights in such account. The Subscription Agent will not be obligated to calculate or pay interest to any
holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date
of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal
check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering
is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall,
upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate
the segregated account in which the subscription funds were held as promptly as practicable and distribute the funds to each respective
subscribing Common Stock holder or Warrant holder who elected to exercise its Rights.


 


(b)       Advise
the Company daily by email transmission and confirm by letter to the attention of Tyler Clarke (the “Company Representative”)
as to the total number of shares of Preferred Stock Subscribed for and the amount of funds received, with cumulative totals for
each; and in addition advise the Company Representative, by telephone at 303-222-8437, confirmed by email transmission tyler.clarke@rgsenergy.com,
of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with
(a) above, with cumulative totals; and


 


(c)       As
promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration
Time, advise the Company Representative in accordance with (b) above of the number of shares of Subscribed and the number of shares
of Preferred Stock unsubscribed.


 


5.       Completion
of Rights Offering. Upon completion of the Rights Offering:


 


(a)       The
Subscription Agent shall prepare and maintain a list of Common Stock holders and Warrant Holders who have exercised their Rights
in whole or in part, together with the number of shares of Preferred Stock to be issued to each such holder (after taking into
account exercise of the Over-Subscription Rights) (the “List”).


 






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(b)       For
so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights
a sufficient number of shares of Preferred Stock to permit the exercise of Rights as contemplated by the Rights Offering.


 


(c)       The
Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration,
or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or
any political subdivision thereof, to insure that all shares of Preferred Stock issuable upon the exercise of the Certificates
at the time of delivery of such shares (subject to payment of the Subscription Price) will be duly and validly issued and fully
paid and non-assessable shares of Preferred Stock, free from all preemptive rights and taxes, liens, charges, and security interests
created by or imposed upon the Company with respect thereto.


 


(e)       The
Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits,
consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state
laws which may be necessary or appropriate in connection with the issuance and delivery of Certificates or the issuance, sale,
transfer, and delivery of Preferred Stock issued upon exercise of Certificates.


 


6.       Procedure
for Discrepancies. The Subscription Agent shall follow its regular procedures to attempt to reconcile any discrepancies between
the number of shares of Preferred Stock that any Certificate may indicate are to be issued to a Common Stock holder or a Warrant
holder and the number that the Record Holders List indicates may be issued to such holder. In any instance where the Subscription
Agent cannot reconcile such discrepancies by following such procedures, the Subscription Agent will consult with the Company for
instructions as to the number of shares of Preferred Stock, if any, should be set forth on the List.


 


7.       Procedure
for Deficient Items. The Subscription Agent shall examine the Certificates received by it as Subscription Agent to ascertain
whether they appear to have been properly completed and executed. In the event the Subscription Agent determines that any Certificate
does not appear to have been properly completed or executed, or where a Certificate does not appear to be in proper form for Subscription,
or any other irregularity in connection with the Subscription appears to exist, the Subscription Agent shall follow, where possible,
its regular procedures to attempt to cause such irregularity to be corrected. The Subscription Agent is not authorized to waive
any irregularity in connection with a Subscription, unless the Subscription Agent shall have received from the Company instructions,
duly dated and signed by an authorized officer of the Company, indicating that any irregularity in such Certificate has been cured
or waived and that such Certificate has been accepted by the Company. If any such irregularity is neither corrected nor waived,
the Subscription Agent will return to the subscribing Common Stock holder or Warrant holder (at its option by either first class
mail under a blanket surety bond or insurance protecting the Subscription Agent and the Company from losses or liabilities arising
out of the non-receipt or nondelivery of a Certificate or by registered mail insured separately for the value of such Certificate)
to such Common Stock holder’s or Warrant holder’s address as set forth in the Subscription any Certificate surrendered
in connection therewith and any other documents received with such Certificate, and a letter of notice to be furnished by the Company
explaining the reasons for the return of the Certificate and such documents.


 


8.       Date/Time
Stamp. Each document received by the Subscription Agent relating to its duties hereunder shall be dated and time stamped when
received.


 


9.       Tax
Reporting. Should any issue arise regarding federal income tax reporting or withholding, the Subscription Agent shall take
such action as the Company reasonably instructs in writing.


 


10.       Termination.
The Company may terminate this Agreement at any time by so notifying the Subscription Agent in writing. The Subscription Agent
may terminate this Agreement upon 60 days’ prior written notice to the Company. Upon any such termination, the Subscription
Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder and shall deliver to
the Company or its designee promptly any funds and Certificate or other document relating to the Subscription Agent’s duties
hereunder. Upon payment of all the Subscription Agent‘s outstanding fees and expenses, the Subscription Agent shall forward
to the Company or its designee promptly any funds and Certificate or other document relating to the Subscription Agent’s
duties hereunder that the Subscription Agent may receive after its appointment has so terminated. Sections 11, 12, 13, and 18 of
this Agreement shall survive any termination of this Agreement.


 






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11.       Authorizations
and Protections. As agent for the Company, the Subscription Agent:


 


(a)       shall
have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by
the Subscription Agent and the Company;


 


(b)       shall
be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness
of any Certificates surrendered to the Subscription Agent hereunder, and will not be required to or be responsible for and will
make no representations as to, the validity, sufficiency, value or genuineness of the Rights Offering;


 


(d)       shall
not be obligated to take any legal action hereunder; if, however, the Subscription Agent determines to take any legal action hereunder,
and where the taking of such action might, in the Subscription Agent’s judgment, subject or expose it to any expense or liability,
the Subscription Agent shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory
to it;


 


(e)       may
rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice,
letter or other document or security delivered to the Subscription Agent and believed by it to be genuine and to have been signed
by the proper party or parties;


 


(f)       shall
not be liable or responsible for any recital or statement contained in the Circular or any other documents relating thereto;


 


(g)       shall
not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating
to the Rights Offering, including without limitation obligations under applicable securities laws;


 


(h)       may
rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic, or oral instructions
of officers of the Company with respect to any matter relating to the Subscription Agent acting as Subscription Agent covered by
this Agreement (or supplementing or qualifying any such actions);


 


(i)       may
consult with counsel satisfactory to the Subscription Agent, including internal counsel, and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Subscription Agent hereunder
in good faith and in reliance upon the advice of such counsel; and


 


(j)       is
not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.


 


12.       Indemnification.
The Company agrees to indemnify the Subscription Agent for, and hold it harmless from and against, any loss, liability, claim,
or expense (“Loss”) arising out of or in connection with the Subscription Agent’s performance of its duties
under this Agreement or this appointment, including the costs and expenses of defending itself against any Loss or enforcing this
Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of
the Subscription Agent’s gross negligence or intentional misconduct.


 


13.       Limitation
of Liability.


 


(a) In the absence
of gross negligence or intentional misconduct on its part, the Subscription Agent shall not be liable for any action taken, suffered,
or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this
Agreement to the contrary notwithstanding, in no event shall the Subscription Agent be liable for special, indirect, incidental,
or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Subscription Agent
has been advised of the likelihood of such damages and regardless of the form of action. Any liability of the Subscription Agent
will be limited to the amount of fees paid by the Company hereunder.


 






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(b)       In
the event any question or dispute arises with respect to the proper interpretation of this Agreement or the Subscription Agent’s
duties hereunder or the rights of the Company or of any holders surrendering Certificates pursuant to the Rights Offering, the
Subscription Agent shall not be required to act and shall not be held liable or responsible for refusing to act until the question
or dispute has been judicially settled (and the Subscription Agent may, if it deems it advisable, but shall not be obligated to,
file a suit in interpleader or for a declaratory judgment for such purpose) by judgment rendered by a court of competent jurisdiction,
binding on all parties interested in the matter, or settled by a written document in form and substance reasonably satisfactory
to the Subscription Agent and executed by the Company and each Common Stock holder, Warrant holder or other party affected by the
question or dispute.


 


14.       Representations,
Warranties and Covenants. The Company represents, warrants, and covenants that (a) it is validly existing and in good
standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Rights Offering and the
execution, delivery, and performance of all transactions contemplated thereby (including without limitation this Agreement) have
been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the articles
of incorporation or bylaws of the Company or any indenture, agreement, or instrument to which the Company is a party or is bound,
(c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding obligation
of the Company, enforceable against the Company in accordance with its terms, (d) the Rights Offering will comply in all material
respects with all material applicable requirements of law, and (e) to the best of its knowledge, there is no litigation pending
as of the date hereof in connection with the Rights Offering.


 


15.       Notices.
All notices, demands, and other communications given pursuant to the terms and provisions hereof shall be in writing, shall (except
as provided for in Section 18 hereof) be deemed effective on the date of receipt, and may be sent by email, overnight delivery
services, or by certified or registered mail, return receipt requested to (or such other address or email address specified in
a notice given by a party hereto to the other party under this Section 15):


 


	If to the Company:
	
        

        Real Goods Solar, Inc.

        110 16th Street, 3rd Floor Denver, CO 80202

        Denver, CO 80202

        Telephone: 303-222-8437

        Email: tyler.clarke@rgsenergy.com

        Attention: Tyler Clarke

         

	with a copy to (which shall not constitute notice):
	
         

        Brownstein Hyatt Farber Schreck, LLC

        410 17th Street, 22nd Floor

        Denver, CO 80220

        Telephone: 303-223-1232

        Email: rlundberg@bhfs.com

        Attention: Rikard Lundberg

         

	
        If to the Subscription Agent:

         

	Continental Stock Transfer & Trust Company

1 State Street Plaza- 30th Floor

New York, NY 10004

Telephone:  (212) 845-3287

Email:

Attn:  Reorganization Department
	 


 






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16.       Specimen
Signatures. Set forth in Exhibit 5 hereto is a list of the names and specimen signatures of the persons authorized
to act for the Company under this Agreement. The Secretary of the Company shall, from time to time, certify to the Subscription
Agent the names and signatures of any other persons authorized to act for the Company, as the case may be, under this Agreement.


 


17.       Instructions.
Any instructions given to the Subscription Agent orally, as permitted by any provision of this Agreement, shall, upon the request
of the Subscription Agent, be confirmed in writing by the Company (which for these purposes only may be undertaken by e-mail transmission)
as soon as practicable. The Subscription Agent shall not be liable or responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received
in accordance with this Section 17.


 


18.       Fees.
Whether or not any Certificates are surrendered to the Subscription Agent, for its services as Subscription Agent hereunder, the
Company shall pay to the Subscription Agent fees in accordance with Exhibit 6, together with reimbursement for reasonable out-of-pocket
expenses. All amounts owed to the Subscription Agent hereunder are due upon receipt of the invoice.


 


19.       Force
Majeure. the Subscription Agent shall not be liable for any failure or delay arising out of conditions beyond its reasonable
control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical,
computer or communications facilities failures, acts of God or similar occurrences.


 


20.       Miscellaneous.


 


(a)       This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict
of laws, rules, or principles.


 


(b)       No
provision of this Agreement may be amended, modified, or waived, except in writing signed by all of the parties hereto.


 


(c)       Except
as expressly set forth elsewhere in this Agreement, all notices, instructions, and communications under this Agreement shall be
in writing, shall be effective upon receipt and shall be addressed as provided in Section 15 or to such other address as a party
hereto shall notify the other party in writing.


 


(d)       In
the event that any claim of inconsistency between this Agreement and the terms of the Rights Offering arise, as they may from time
to time be amended, the terms of the Rights Offering shall control, except with respect to the Subscription Agent’s duties,
liabilities, and rights, including without limitation compensation and indemnification, which shall be controlled by the terms
of this Agreement.


 


(e)       If
any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed
and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties hereto to the
full extent permitted by applicable law.


 


(f)       This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties
hereto.


 


(g)       This
Agreement may not be assigned by any party without the prior written consent of all parties.


 


(h)       This
Agreement may be executed in counterparts, each of which, when taken together, shall constitute one and the same agreement, and
each of which may be delivered by the parties by facsimile or other electronic transmission, which shall not impair the validity
of such counterparts.


 






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(Signature page follows)


 


 


 


 


 




    	 	9	 



     

    

 


Signature Page

to

Subscription and Escrow Agent Agreement


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.


 


	 	
        REAL GOODS SOLAR, INC.

         

         

        By: /s/ Dennis Lacey                                                

        Name: Dennis Lacey

        Title: CEO

	 	 
	 	
        CONTINENTAL STOCK TRANSFER & TRUST
        COMPANY, as Subscription Agent

         

         

        By: /s/ Wilton Davila                                              

        Name: Wilton Davila

        Title: Vice President



 


Exhibit 1Circular


Exhibit 2Form of Subscription Rights
Certificate


Exhibit 3Distribution Letter


Exhibit 4Liquidation Letter


Exhibit 5List of Authorized Representatives


Exhibit 6Subscription Agent Fee Schedule


Exhibit 7Wire Instructions


 


 




    	 	10	 



     

    

 


Exhibit 1

to

Subscription and Escrow Agent Agreement


 


Circular


 


 


 


 


 


 


 


 




     


     

    

 


Exhibit 2

to

Subscription and Escrow Agent Agreement


 


Form of Subscription Rights Certificate


 


 


 


 


 


 


 


 


 


 




     


     

    

 


Exhibit 3

to

Subscription and Escrow Agent Agreement


 


Form of Distribution Letter


 


[Letterhead of Real Goods Solar, Inc.]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street- 30th Fl.


New York, New York 10004


Attn: [                     ]


Re: Trust Account No. [    ]
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section
4(a) of the Subscription and Escrow Agent Agreement between Real Goods Solar, Inc. and Continental Stock Transfer & Trust Company,
dated as of __________, 2019 (the “Subscription Agent Agreement”), you are hereby directed and authorized to transfer
the subscription funds held in the segregated account immediately in the manner set forth in the attached flow of funds memorandum
and otherwise in accordance with the terms of the Subscription Agent Agreement.


 


 


	 	
        Very truly yours,

         

        REAL GOODS SOLAR, INC.

         

         

        By:                                                                                 

        Name:

        Title:

	 	 


 


 




     


     

    

 


Exhibit 4

to

Subscription and Escrow Agent Agreement


 


Form of Liquidation Letter


 


[Letterhead of Real Goods Solar, Inc.]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street- 30th Fl.


New York, New York 10004


Attn: [    ]


Re: Trust Account No. [ ] Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section
4(a) of the Subscription and Escrow Agent Agreement between Real Goods Solar, Inc. and Continental Stock Transfer & Trust Company,
dated as of ______________, 2019 (the “Subscription Agent Agreement”), this is to advise you that we have withdrawn
or otherwise terminated its Rights Offering (as defined in the Subscription Agent Agreement).


 


In accordance with
the terms of the Subscription Agent Agreement, we hereby authorize you to commence liquidation of the segregated account in which
the subscription funds were held as promptly as practicable to holders of Common Stock (as defined in the Subscription Agent Agreement)
and Warrant (as defined in the Subscription Agent Agreement) holders who elected to exercise their Rights (as defined in the Subscription
Agent Agreement). You shall commence distribution of such funds in accordance with the terms of the segregated account, and you
shall oversee the distribution of such funds. Upon the payment of all the funds in the segregated account, your obligations under
the Subscription Agent Agreement shall be terminated.


 






	 	
        Very truly yours,

         

        REAL GOODS SOLAR, INC.

         

         

        By:                                                                                 

        Name:

        Title:

	 	 


 


 




     


     

    

 


Exhibit 5

to

Subscription and Escrow Agent Agreement


 


List of Authorized Representatives


 


	Authorized

                                         Representative
	 	Specimen
                                         Signature

	 	 	 
	Dennis Lacey	 	/s/
    Dennis Lacey
	 	 	


 


	Authorized

                                         Representative
	 	Specimen
                                         Signature

	 	 	 
	Alan Fine	 	/s/
    Alan Fine
	 	 	


 


	Authorized

                                         Representative
	 	Specimen
                                         Signature

	 	 	 
	Tyler Clarke	 	/s/
    Tyler Clarke
	 	 	


 


 


 


 


 


 


 


 


 


 


 



     


     

    




 


Exhibit 6

to

Subscription and Escrow Agent Agreement


 


Subscription Agent Fee Schedule


 


 


 


A.       FEES FOR
SERVICES: $20,000.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



     


     

    




 


Exhibit 7


to


Subscription and Escrow Agent Agreement


 


 


Wire Instructions


 


 



 


ACCOUNT NAME


 


BANK


 


 


ACCOUNT#


 


 


ABA#


 


 


SWIFT CODE


 


 


Reference: __________


Attn: Ernest Wilson


 


 


	PRIMARY CONTACT: 

        Kirsten Kulmaczewski

        Administrator

        Continental Stock Transfer & Trust Company Corporate
        Actions Services

        1 State Street, 30th Floor

        Phone: (212) 845-5282

        E: kkulmaczewski@continentalstock.com

         
	SECONDARY CONTACT: 

        Wilton Davila

        Vice President

        Continental Stock Transfer & Trust Company

        Company Corporate Actions Services

        1 State Street, 30th Floor

        Phone: (212) 845-3226

        E: wdavila@continentalstock.com