Exhibit 4.2


 


FORM OF


 


PREPAID SERIES L WARRANT


 



    	 	1	 



     


        


real
goods solar, INC.


 


PREPAID
SERIES L Warrant To Purchase Common Stock


 


Warrant No.: L-[___]


Number of Shares of Common Stock: [___]


Date of Issuance: [________ __], 2017 (“Issuance Date”)


 


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 L 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 17. This Warrant is one of the Prepaid Series L Warrants to Purchase Common Stock (the “Series L
Warrants”) originally issued pursuant to Section 1 of the Placement Agency Agreement, dated as of February 1, 2017
(the “Subscription Date”), by and among the Company and Roth Capital Partners, LLC and/or the Securities
Purchase Agreement. The Exercise Price has been paid upon purchase of the Series L Warrant except for further payment of
$0.01 per Warrant Share, to be paid on exercise hereof.


 


1.           EXERCISE
OF WARRANT.


 


(a)    Mechanics
of Exercise.    Subject to the terms and conditions hereof (including, without limitation, the limitations
set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability
Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal
to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant
is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds
or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares
shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or
other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an Exercise Notice for all
of the then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery
of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date
on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation
of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate
Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company
has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price
has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or
notice of a Cashless Exercise) is delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository
Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in
the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall
be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant
Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such
Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant
Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after
any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the
number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with
respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but
rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and
all taxes (other than the Holder’s income taxes) which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. For purposes of clarity,
if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares
without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance
with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while
the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration
statement registering the Warrant Shares for issuance, the Company may satisfy the delivery of Warrant Shares under this Section
1(a) by issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise, which certificate may contain a restrictive legend.


 



    	 	2	 



     


     


(b)    Exercise
Price.     For purposes of this Warrant, “Exercise Price” means the remaining amount
of $0.01, subject to adjustment as provided herein. The Exercise Price has been paid upon purchase of the Series L Warrant except
for the further payment of $0.01 per Warrant Share, to be paid on exercise hereof.


 


(c)    Company’s
Failure to Timely Deliver Securities.    If the Company shall fail for any reason or for no reason, in
the manner required by Section 1(a), to issue to the Holder on or prior to the Share Delivery Date either (I) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the Holder’s balance account with
DTC, for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant,
or (II) if the Registration Statement (as defined in Section 1(d)) covering the issuance of all of the Warrant Shares that are
the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the issuance of such
Unavailable Warrant Shares and the Company fails to promptly, but in no event later than one (1) Trading Day thereafter, (x) so
notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting such aggregate
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing
clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I)
above, an “Exercise Failure”), as the case may be, and if on or after the Share Delivery Date the Holder (or
any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock equal to
or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the
Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within
three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder
in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such Holder’s balance account
with DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC, as applicable,
and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of
shares of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time
during the period beginning on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under
this Section 1(c). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common
Stock) upon the exercise of this Warrant as required pursuant to the terms hereof.


 



    	 	3	 



     


     


(d)    Cashless
Exercise.    Notwithstanding anything contained herein to the contrary, if the Registration Statement on
Form S-3 (File number 333-193718) or other applicable registration statement under the 1933 Act (the “Registration Statement”)
covering the issuance of the Unavailable Warrant Shares is not available for the issuance of such Unavailable Warrant Shares the
Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):


 


Net Number = (A
x B) - (A x C)


D


 


For purposes of
the foregoing formula:


 


A= the total
number of shares with respect to which this Warrant is then being exercised.


 


B= the arithmetic
average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately
preceding the date of the Exercise Notice.


 


C= the remaining
$0.01 Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


D= the Closing
Sale Price of the Common Stock on the date of the Exercise Notice.


 


If Warrant Shares are issued
in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Shares shall take on the registered characteristics of the Warrant being exercised, and the holding period of the Warrant being
exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to
this Section 1(d).


 


(e)    Disputes.    In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 12.


 



    	 	4	 



     


     


(f)    Beneficial
Ownership Limitation on Exercises.    Notwithstanding anything to the contrary contained herein, the Company
shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of
this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as
if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties
collectively would beneficially own in excess of [4.99/9.99]% (the “Maximum Percentage”) of the number of shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of
shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding
and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant
to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares
to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by
the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall
within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since
the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in
such notice; provided, however, that (i) any such increase in the Maximum Percentage will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will
apply only to the Holder and the other Attribution Parties and not to any other holder of Series L Warrants that is not an Attribution
Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of
Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any
portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in
this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 



    	 	5	 



     


     


(g)    Insufficient
Authorized Shares.    If at any time while this Warrant remains outstanding the Company does not have a
sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise
of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from
time to time be necessary to effect the exercise of all of this Warrant then outstanding (the “Required Reserve Amount”
and the failure to have such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share
Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant and
the other Series L Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than seventy-five (75) days after the occurrence
of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its shareholders for the approval
of an increase in the number of authorized shares of Common Stock and provide each shareholder with an information statement with
respect thereto or (y) hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of
Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use
its reasonable best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and
to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing,
if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares
of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company
may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule
14C. The initial number of shares of Common Stock reserved for exercise of this Warrant and the other Series L Warrants and each
increase in the number of shares so reserved shall be allocated pro rata among the Holder and the holders of the other Series L
Warrants, based on the number of shares of Common Stock issuable upon exercise of this Warrant (without regard to any limitations
in exercise) issued to the Holder on the Issuance Date (the “Authorized Share Allocation”). In the event that
the Holder shall sell or otherwise transfer this Warrant, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series L
Warrants shall be allocated to the Holder and the remaining holders of Series L Warrants, pro rata based on the shares of Common
Stock issuable upon exercise of the Series L Warrants then held by such holders (without regard to any limitations on the exercise
of the Series L Warrants).


 


2.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.    The Exercise Price and the number of Warrant Shares
shall be adjusted from time to time as follows:


 


(a)    Voluntary
Adjustment By Company.    The Company may at any time during the term of this Warrant, with the prior written
consent of the Required Holders, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate
by the Board of Directors of the Company.


 


(b)    Adjustment
Upon Subdivision or Combination of Shares of Common Stock.    If the Company at any time on or after the
Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or
after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b)
shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(c)    Other
Events.     If any event occurs of the type contemplated by the provisions of this Section 2, but
not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom
stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment
in the Exercise Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the
Required Holders, so as to protect the rights of the Holder; provided, however, that no such adjustment pursuant
to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant
to this Section 2.


 



    	 	6	 



     


     


3.           RIGHTS
UPON DISTRIBUTION OF ASSETS.    If the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness
or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the
Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other
Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution
(and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or
made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there
had been no such limitation).


 


4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)    Purchase
Rights.     In addition to any adjustments pursuant to Section 2 above, if at any time the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right
would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such shares of Common
Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall
be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right
(and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly
in abeyance) to the same extent as if there had been no such limitation).


 



    	 	7	 



     


     


(b)    Fundamental
Transactions.     The Company shall not enter into or be party to a Fundamental Transaction unless
the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory
to the Required Holders and approved by the Required Holders, such approval not to be unreasonably withheld or delayed, prior to
such Fundamental Transaction, including agreements, if so requested by the Holder, to deliver to each holder of the Series L Warrants
in exchange for such Series L Warrants a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares
of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of
capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the occurrence or consummation of such Fundamental Transaction). Upon the occurrence
or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of any Fundamental
Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the
Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be added to the term “Company”
under this Warrant (so that from and after the date of such Fundamental Transaction, and the provisions of this Warrant referring
to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly
and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right
and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Warrant
with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as
the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly
traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and
without limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or
Successor Entities evidenced by a written instrument substantially similar in form and substance to this Warrant and exercisable
for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor
Capital Stock”) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of
shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate
dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),
in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that
has been executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable
from such definitive agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration”
being substituted for the term “Exercise Price”) that the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental
Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other
determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of
this Warrant) (the “Aggregate Consideration”) divided by (ii) the per share Closing Sale Price of such Successor
Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (B) the
product of (i) the Aggregate Consideration and (ii) the highest exchange ratio pursuant to which any shareholder of the Company
may exchange Common Stock for Successor Capital Stock) (provided, however, that to the extent that the Holder’s
right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in
the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled
to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common
stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares
shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its
other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to
the extent as if there had been no such limitation), and such security shall be reasonably satisfactory to the Holder, and with
an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such
exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic
value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as
elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a
required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity
or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any
time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares
of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities,
cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares
of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights),
which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled
to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event
resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to
any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to
and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction
pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition
to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise
of this Warrant at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital
Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under
Sections 3 and 4(a), which shall continue to be receivable on the Common Stock or on the such shares of stock, securities, cash,
assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any
shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Warrant
been exercised immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting
in such Corporate Event (without regard to any limitations on exercise of this Warrant). Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply
similarly and equally to successive Fundamental Transactions and Corporate Events. Notwithstanding the foregoing, the Holder may
elect, in its sole discretion, by delivery of written notice to the Company, to waive this Section 4(b) and allow the Company to
enter into or be a party to a Fundamental Transaction without the assumption of this Warrant pursuant to the provisions of this
Section 4(b), provided, however, that any such waiver shall only bind the Holder with respect to this Warrant and
not the Holder with respect to any other warrant or other securities of the Company or any holder of other Series L Warrants.


 



    	 	8	 



     


     


(c)    Notwithstanding anything
herein to the contrary, the Company shall be required to obtain the prior written consent of the Required Holders to enter into,
allow and/or consummate a Fundamental Transaction other than one in which a Successor Entity that is a publicly traded corporation
whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the Warrant shall be exercisable
for the publicly traded Common Stock of such Successor Entity.


 


5.           NONCIRCUMVENTION.    The
Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation or Bylaws, or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of
any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Series L Warrants
are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Series L Warrants, the Required Reserve Amount to effect the exercise of
the Series L Warrants then outstanding (without regard to any limitations on exercise).


 


6.           WARRANT
HOLDER NOT DEEMED A SHAREHOLDER.    Except as otherwise specifically provided herein, the Holder, solely
in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the
holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon
the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the
due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on
the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether
such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall
provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously
with the giving thereof to the shareholders.


 



    	 	9	 



     


     


7.           REISSUANCE
OF WARRANTS.


 


(a)    Transfer
of Warrant.    If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)),
registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)    Lost,
Stolen or Mutilated Warrant.    Upon receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.


 


(c)    Exchangeable
for Multiple Warrants.    This Warrant is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new warrant or warrants (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided,
however, that no Series L Warrants for fractional Warrant Shares shall be given.


 


(d)    Issuance
of New Warrants.     Whenever the Company is required to issue a new Warrant pursuant to the terms
of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of
shares of Common Stock underlying the other new warrants issued in connection with such issuance, does not exceed the number of
Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.           NOTICES.    Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, with respect to a notice to the Company or
to a Holder that is a party to the Securities Purchase Agreement, such notice shall be given in accordance with Section 5.4 of
the Securities Purchase Agreement, and, with respect to a notice to a Holder that is not a party to the Securities Purchase Agreement,
such notice shall be given in the manner set forth in and pursuant to the terms of Section 5.4 of the Securities Purchase Agreement
to Holder’s address, facsimile number or e-mail address in the Company’s records. The Company shall provide the Holder
with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such
action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of
shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation;
provided, however, in each case that such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the
Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


9.           AMENDMENT
AND WAIVER.     Except as otherwise provided herein, the provisions of this Warrant may be amended
or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the Holder.


 



    	 	10	 



     


     


10.         GOVERNING
LAW; JURISDICTION; JURY TRIAL.    This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed
by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The
Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to the Company at the address set forth in Section 5.4 of the Securities Purchase Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be
deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11.         CONSTRUCTION;
HEADINGS.    This Warrant shall be deemed to be jointly drafted by the Company and all the Holders and
shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant.


 


12.         DISPUTE
RESOLUTION.     In the case of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile
or electronic mail within two (2) Business Days after receipt of the Exercise Notice giving rise to such dispute, as the case may
be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price
or the Warrant Shares within three (3) Business Days after such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the
Exercise Price to an independent, reputable investment bank selected by the Holder and approved by the Company, such approval not
to be unreasonably withheld or delayed or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant, approved by the Holder, such approval not to be unreasonably withheld or delayed. The Company
shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.


 


13.         REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.     The remedies provided in this Warrant shall
be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or
in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right
of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of
this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required.


 



    	 	11	 



     


     


14.         TRANSFER.    This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


15.         SEVERABILITY.
   If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


16.         DISCLOSURE.     Upon
receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or
its subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.


 


17.         CERTAIN
DEFINITIONS.    For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)    
“1933 Act” means the Securities Act of 1933, as amended.


 


(b)    
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(a)    
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would
or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act.
For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.


 


(b)    
“Bloomberg” means Bloomberg Financial Markets.


 


(c)    
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 



    	 	12	 



     


     


(d)    
“Closing Sale Price” means, for any security as of any date, the last closing trade price for such security
on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the ask prices of any market makers for such security as reported in the OTC Link or “pink sheets”
by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation
period.


 


(e)    
“Common Stock” means (i) the Company’s shares of Class A Common Stock, par value $0.0001 per share,
and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification
of such Common Stock.


 


(f)    
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(g)    
“Eligible Market” means the Principal Market, the NYSE MKT LLC, The NASDAQ Global Market, The NASDAQ Global
Select Market, The New York Stock Exchange, Inc., the OTC Bulletin Board, the OTC QX or the OTC QB.


 


(h)    
“Expiration Date” means the date that is sixty (60) months after the Initial Exercisability Date, or, if such
date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next day that is not a Holiday.


 


(i)    
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or
(z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a share purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby such Subject Entities, individually or in the aggregate, acquire, either (x) at least
50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company
shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow
any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock,
(y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject Entities were
not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger
or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of
the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 



    	 	13	 



     


     


(j)     “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(k)    
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(l)    
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common shares or common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if
so elected by the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person
or such entity, the Person or such entity designated by the Required Holders or in the absence of such designation, such Person
or entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(m)    
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(n)    
“Principal Market” means The NASDAQ Capital Market.


 


(o)    
“Required Holders” means the holders of the Series L Warrants representing at least a majority of the shares
of Common Stock underlying the Series L Warrants then outstanding.


 


(p)    
“Securities Purchase Agreement” means the Securities Purchase Agreement, dated February 1, 2017, entered
into by the Company and the purchasers party thereto.


 


(q)    
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary trading market or quotation system from time to time, with respect to trades of the Common Stock as
in effect of the date of delivery of the Exercise Notice.


 


(r)    
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(s)    
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(t)    
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock is then traded.


 


[Signature Page Follows]


 



    	 	14	 



     


     


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	REAL GOODS SOLAR, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 	 	 



     


     


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


REAL GOODS SOLAR, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Class A Common Stock, par value $0.0001 per share (the
“Warrant Shares”), of Real Goods Solar, Inc., a Colorado corporation (the “Company”), evidenced
by the attached Series L Warrant to purchase Common Stock No. L-____ (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Exercise Price.
The holder intends that payment of the Exercise Price shall be made as:


 


____________a “Cash Exercise”
with respect to _________________ Warrant Shares; or


 


____________a “Cashless
Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Please issue the Warrant Shares in the following name and to the
following account:


 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 


	Facsimile Number and
 Electronic Mail:	 


 


	Authorization:	 


 


	By:	 


 


	Title:	 


 


	Dated:	 


 


	Broker Name:	 
	 	 
	Broker DTC #:	 
	 	 
	Broker Telephone #:	 
	 	 
	Account Number:	 


	  (if electronic book entry transfer)
	 	 


 


	Transaction Code Number:	 


	  (if electronic book entry transfer)	 


 



    	 	 	 



     


     


TRANSFER AGENT INSTRUCTIONS


 


REAL
GOODS SOLAR, INC.


 


__________ __, 20__


 


Computershare Trust Company, N.A.


8742 Lucent Blvd. Suite 225


Highlands Ranch CO 80129


Telephone: (303) 262-0684


Facsimile: (303) 262-0609


 


	 	Re:	Order to Issue Common Stock of Real Goods Solar, Inc.


 


Ladies and Gentlemen:


 


Reference is made to (A) the Placement
Agency Agreement, dated as of February 1, 2017, by and among Real Goods Solar, Inc., a Colorado corporation (the
“Company”), and Roth Capital Partners, LLC, and/or the Securities Purchase Agreement, dated as of February
1, 2017, by and among the Company and the purchasers party thereto, and the Company’s Registration Statement on Form
S-3 (File No. 333-193718) and the Company’s prospectus filed on [______ __], 2017 pursuant to Rule 424 promulgated
pursuant to the Securities Act of 1933, as amended (the “1933 Act”) pursuant to which the Company is
issuing to the Holders (i) shares of Class A common stock of the Company, par value $0.0001 per share (the “Common
Stock”), and (ii) Series L Warrants (the “Warrants”), which are exercisable to purchase shares
of Common Stock; (B) the related Transfer Agent Instructions, dated [______ __], 2017 (the “[______] 2017
Instruction”); (C) the exercise notice attached hereto (the “Exercise Notice”); and (D) a
certificate of the General Counsel of the Company (or its outside legal counsel) that a registration statement covering the
issuance of the shares of Common Stock subject to this letter has been declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Counsel Instruction”).


 


This instruction letter shall serve as our
authorization and direction to you to issue:


 


	 	·	to the recipient identified under “Issue to” in the Exercise Notice,


	 	·	in book entry form,


	 	·	such number of shares of Common Stock as set forth under “Delivery of Warrant Shares,” respectively, in the Exercise Notice,


	 	·	out of the Transfer Agent Reserve (as defined in the [_____] 2017 Instruction),


	 	·	by crediting the designated recipient’s balance account with the Depository Trust Company, identified in the Exercise Notice under “Broker Name,” “Broker DTC#,” “Account Number,” and “Transaction Code Number” through its Deposit Withdrawal at Custodian system


 


The issuance of these shares
of Common Stock have been registered pursuant to an effective registration statement as indicated in the attached Counsel Instruction.


 


[Signature Page Follows]


 



    	 	 	 



     


     


Should you have any questions
concerning this matter, please contact me at 303-222-8344.


 


	 	Very truly yours,
	 	 
	 	REAL GOODS SOLAR, INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: