Exhibit 4.3


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED
OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM
REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.


 


SECURED PROMISSORY NOTE


 


New York, New York


	$________	_____ __, 2018


 


FOR VALUE RECEIVED,
[INVESTOR] (the “Investor”) hereby promises to pay to Real Goods Solar, Inc., a Colorado corporation (the “Company”),
on the date set forth below, (i) the principal amount of ________ ($[PRINCIPAL]) and (ii) interest on the unpaid principal balance
hereof at the rate set forth herein (collectively, the “Obligations”). This Promissory Note (this “Note”)
has been issued pursuant to the Note Purchase Agreement, dated as of _____ __, 2018 (the “Subscription Date”),
by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time
to time, the “Note Purchase Agreement”) as payment of the purchase price of that certain Series B Senior Secured
Series B Convertible Note of the Company, with an initial aggregate principal amount of $[PRINCIPAL] (as such note may be amended,
modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Series
B Note”), issued pursuant to that certain Securities Purchase Agreement, dated as of March 30, 2018 by and among the
Company and the investors party thereto (as amended, modified, supplemented, extended, renewed, restated or replaced from time
to time, the “Securities Purchase Agreement”). Capitalized terms not defined herein shall have the meaning as
set forth in the Series B Note. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, WHETHER
BY THE COMPANY, OPERATION OF LAW, COURT ORDER OR OTHERWISE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE INVESTOR. ANY SUCH
PURPORTED ASSIGNMENT OR TRANSFER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.


 


1.           Payment
of Principal. The principal amount of this Note (the “Principal”), together with all unpaid interest accrued
thereon and any other Obligations payable hereunder, shall be due and payable in full upon the thirtieth (30th) anniversary
of the Scheduled Series B Note Maturity Date (as defined below) (the “Maturity Date”); provided, that the Maturity
Date shall be automatically extended by one (1) calendar day for each calendar day after [MATURITY DATE] (the “Scheduled
Series B Note Maturity Date”), if any, that all, or any part, of the Series B Note remains outstanding.


 


2.           Payment
of Interest. The unpaid Principal balance due hereunder shall bear interest (the “Interest”) at an annual
rate equal to 2.88% (the “Interest Rate”). Subject to Sections 3 and 7 below, Interest shall be payable and
due upon the Maturity Date. All interest shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the
actual number of days (including the first day but excluding the last day) elapsed.


 




     


     


    

 


3.           Prepayment
Prior to the Maturity Date.


 


(a)          Optional
Prepayment. The Investor may, at its option at any time on or after the date hereof, prepay, in whole or in part, without premium
or penalty, the Obligations under this Note (each, an “Optional Prepayment”).


 


(b)          Mandatory
Prepayment. Upon any Mandatory Prepayment Event (as defined below), the Investor shall promptly prepay such aggregate outstanding
Principal of this Note equal to the applicable Mandatory Prepayment Amount (as defined below) with respect to such Mandatory Prepayment
Event (each, a “Mandatory Prepayment”, and together with each Optional Prepayment, each a “Prepayment”).


 


(c)          Mechanics
of Prepayments. All Prepayments hereunder shall be made in cash, by wire transfer, in U.S. dollars and immediately available
funds, in accordance with the wire instructions delivered to the Investor by the Company on or prior to such date of such Prepayment.
At the option of the Company, prepayments may be made directly to the Company or to such other Persons as the Company may direct
in its wire instructions.


 


(d)          Cancellation
of Interest upon Prepayment. Notwithstanding anything herein to the contrary, upon any Prepayment prior to the Maturity Date
(including, without limitation, any Mandatory Prepayment), the aggregate cash amount in such Prepayment shall be applied entirely
to and against any outstanding Principal under this Note, and any accrued and unpaid Interest with respect to the Principal prepaid
shall be automatically cancelled as of the date of such prepayment.


 


(d)          Definitions.
For the purpose of this Note, the following definitions shall apply:


 


(i)          “Mandatory
Prepayment Amount” means, as applicable, any Mandatory Prepayment Conversion Amount (as defined below) or the Forced
Mandatory Prepayment Amount (as defined below).


 




    	 	2	 



     


    

 


(ii)         “Mandatory
Prepayment Event” means, as applicable, (i) with respect to any Restricted Principal of the Series B Note designated
to be converted in a Conversion Notice (such aggregate amount of Principal then outstanding hereunder equal to such Restricted
Principal of the Series B Note designated to be converted in such Conversion Notice, each, a “Mandatory Prepayment Conversion
Amount”), both (A) the Company’s receipt of such Conversion Notice thereunder executed by the Investor in which
all, or any part, of the principal of the Series B Note to be converted includes any Restricted Principal and (B) the Investor’s
receipt from the Company of written confirmation that the Company’s transfer agent (the “Transfer Agent”)
has been irrevocably instructed by the Company to deliver to the Investor (or its designee) the shares of Common Stock to be issued
pursuant to such Conversion Notice in accordance with Section 3(c) of the Series B Note (in each case, as adjusted, if applicable,
to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Investor, whether pursuant to Section 3(c)(ii)
of the Series B Note or otherwise), or (ii) with respect to any Principal outstanding hereunder on the Mandatory Prepayment Date
(as defined below) (the “Forced Mandatory Prepayment Amount”), the occurrence of the forty-fifth calendar day
after the Eligible Resale Date (the “Mandatory Prepayment Date”), so long as (x) no Equity Conditions Failure
(as defined in the Series A Note or Series B Note) exists as of such Mandatory Prepayment Date, (y) as of the Mandatory Prepayment
Date, the quotient of (A) the sum of the VWAP of the Common Stock for each Trading Day during the twenty (20) consecutive Trading
Day period ending as of the Trading Day immediately prior to the Mandatory Prepayment Date, divided by (y) twenty (20) is greater
than $0.97 (as adjusted for stock splits, stock dividends, stock combinations recapitalizations and similar events) (the failure
of the Company to satisfy this clause (y) as of the Mandatory Prepayment Date, if any, a “Minimum Price Failure”)
and (z) no Event of Default (as defined in the Series A or Series B Note) then exists and is continuing. Notwithstanding the foregoing,
the Investor (or its designee) shall not commence a Deposit/Withdrawal at Custodian with respect to such shares of Common Stock
to be issued upon conversion of Restricted Principal unless and until the Investor shall have either (x) delivered the Mandatory
Prepayment Amount to the Company or (y) delivered irrevocable instructions to the Investor’s bank, broker or other financial
institution to wire the Mandatory Prepayment Amount to the Company from an account with at least an amount of cash or other Eligible
Assets (as defined below) equal to the Mandatory Prepayment Amount). “Eligible Resale Date” means the earlier
of (x) the first date on which the resale by the Buyers (as defined in the Securities Purchase Agreement) of all the Registrable
Securities (as defined in the Registration Rights Agreement) pursuant to one or more registration statements filed with the SEC
has been declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first
date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current
Public Information Failure (as defined in the Registration Rights Agreement) has occurred and is continuing, such later date after
which the Company has cured such Current Public Information Failure).


 


4.           Defaults.


 


(a)          the
Investor shall be deemed in default hereunder upon the occurrence of any of the following (a “Default”):


 


(i)          Failure
to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest required
to be made hereunder; or


 




    	 	3	 



     


    

 


(ii)         Bankruptcy,
etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect
to the Investor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for the Investor
or for any substantial part of the Investor’s property, or the winding up or liquidation of the Investor’s affairs
shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief in an involuntary case under
any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60) days; or the Investor shall consent
to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar
official for the Investor or for any substantial part of the Investor’s property, or make any general assignment for the
benefit of creditors.


 


(b)          Consequence
of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company, become
immediately due and payable (each, an “Investor Note Acceleration”), subject to the Investor’s right to
elect to effect Default Netting (as defined below) with respect to all, or any portion, of this Note as elected by the Investor
in a written notice to the Company. Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii) above,
the entire outstanding Obligations hereunder, shall automatically become immediately due and payable without any action on the
part of the Company and the Investor shall be deemed to have elected Default Netting with respect to the maximum amount of its
obligations outstanding hereunder as permitted pursuant to Section 7(h) below. Upon the occurrence of a Default, the Company shall
also have all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code of the State
of New York with respect to the Collateral (as hereinafter defined).


 


5.           Representations
and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the date hereof: (a) the
Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith; (b) the execution,
delivery and performance by the Investor of this Note are within the Investor's legal powers, and do not contravene any law or
any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance
by the Investor of this Note; (d) this Note constitutes the legal, valid and binding obligation of the Investor, enforceable
against the Investor in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent
conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there
is no pending or, to the Investor's knowledge, threatened action or proceeding affecting the Investor before any governmental agency
or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property,
assets or condition (financial or otherwise) of the Investor.


 




    	 	4	 



     


    

 


6.           Security.


 


(a)          Grant
of Security Interest. As security for the due and prompt payment and performance of all payment obligations under this Note
and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”), the Investor
hereby pledges and grants a security interest to the Company in all of the Investor’s right, title, and interest in and to,
initially at least $[PRINCIPAL], in the aggregate, (i) in cash, (ii) cash equivalents, (iii) any Group of Ten (“G10”)
currency and any notes or other securities issued by any G10 country and (iv) any securities of a special purpose acquisition company
(each, a “SPAC”) that are redeemable for cash held in escrow by such SPAC (with a deemed fair market value,
for purposes hereof, equal to the amount of cash held in such escrow for redemption of such applicable security of such SPAC) (collectively,
the “Eligible Assets”), in each case, held by the Investor in the bank or brokerage accounts described on Schedule
I attached hereto (the “Collateral”, and such account or accounts, as applicable, collectively, the “Collateral
Account”), subject to reduction upon any reduction, offset or cancellation of this Note. So long as any Restricted Principal
(as defined in the Series B Note) remains outstanding under the Series B Note, the Investor shall keep Collateral in the Collateral
Account with a fair market value of at least the amount of Restricted Principal then outstanding.


 


(b)          Change
in Collateral Account. The Investor may, with at least five (5) Trading Days’ notice to the Company, move the Collateral
from an account or accounts of the Investor to a new account or accounts (the “New Collateral Account”) at a
financial institution selected by the Investor, (but if such financial institution is not listed as a permitted financial institution
on Schedule II attached hereto, subject to the consent of the Company, not to be unreasonably withheld), and upon such move, such
New Collateral Account shall be the Collateral Account for all purposes hereunder.


 


7.           Netting
Rights.


 


(a)          Securities
Contract. The Company and the Investor hereby acknowledge and agree that the Securities Purchase Agreement and the Note Purchase
Agreement each is a “securities contract” as defined in 11 U.S.C. § 741 and that Investor shall have all rights
in respect of the Investor Note, the Series B Note, the Master Netting Agreement, the Securities Purchase Agreement and the Note
Purchase Agreement as are set forth in 11 U.S.C. § 555 and 11 U.S.C. § 362(b)(6), including, without limitation, all
rights of credit, deduction, setoff, offset, recoupment, and netting (collectively, “Netting” or “Net”)
as are available under this Note, the Series B Note and the Master Netting Agreement.


 







    	 	5	 



     


    

 


(b)          Investor
Optional Netting. Notwithstanding anything herein to the contrary, the Investor may, (I) on or after the 45th calendar day
after the Eligible Resale Date (such date, the “Eligible Optional Netting Date”) or (II) at any time on or after
the occurrence of a Minimum Price Failure, an Event of Default (as defined in the Series B Note) or a Change of Control (as defined
in the Series B Note) (in each case, whether or not a Redemption Notice (as defined in the Series B Note) has been delivered by
the Investor to the Company with respect thereto) or, (III) after __________1,
as long as an Equity Conditions Failure exists and is continuing, in each case, at its option and at its sole discretion, by written
notice to the Company, Net, in whole or in part, any Permitted Amount (as defined in the Master Netting Agreement) of any Unpaid
Amount (as defined in the Master Netting Agreement) owed by the Investor to the Company under this Note or any other Underlying
Agreement (as defined in the Master Netting Agreement) against (across or within each or all of the Underlying Agreements) (x)
any Unpaid Amounts owed by the Company to the Investor under the Series B Notes or (y) any Unpaid Amounts (subject to the limitations
contained in the Master Netting Agreement regarding an Equity Conditions Failure) owed by the Company to the Investor under any
other Underlying Agreement, as set forth in such written notice (each, an “Investor Optional Netting”); provided,
that no Investor Optional Netting shall occur hereunder with respect to any Mandatory Prepayment Amount that the Investor fails
to properly prepay hereunder in violation of this Note. Upon any Investor Optional Netting, (x) such portion of Principal subject
to such Investor Optional Netting shall be deemed surrendered and concurrently cancelled as of the date of such Investor Optional
Netting and (y) any accrued and unpaid Interest hereunder with respect to such portion of Principal subject to such Investor Optional
Netting shall be automatically cancelled as of the date of such Investor Optional Netting. Each Investor Optional Netting shall
be effective upon the date the Investor delivers written notice to the Company of the Investor’s election to effect such
Investor Optional Netting.


 


(c)          Automatic
Netting at Redemption Date. Notwithstanding anything herein to the contrary, on each Redemption Date (as defined in the Series
B Note), solely to the extent such portion of the Conversion Amount (as defined in the Series B Note) subject to redemption includes
Restricted Principal (such aggregate amount of Restricted Principal subject to the applicable redemption on the such Redemption
Date, each, a “Redemption Restricted Amount”), the Investor shall automatically Net (each, a “Redemption
Netting”) such part of the outstanding obligations under the Series B Note equal to such Redemption Restricted Amount
by the cancellation of the Redemption Restricted Amount of the outstanding obligations under the Series B Note in exchange for
the surrender and concurrent cancellation of such portion of this Note with an amount of aggregate Principal then outstanding hereunder
equal to such Redemption Restricted Amount (each a “Redemption Netting Principal Amount”). Upon any Redemption
Netting, any accrued and unpaid Interest hereunder with respect to such Redemption Netting Principal Amount being cancelled in
such Redemption Netting shall be automatically cancelled as of the date of such Redemption Netting and, thereafter, such Redemption
Netting Principal Amount of this Note shall be deemed to be paid in full and shall be null and void. Each Redemption Netting shall
automatically occur on the applicable Redemption Date (as defined in the Series B Note). For the avoidance of doubt, if prior to
the applicable Redemption Date all, or any portion, of a Redemption Restricted Amount is converted (whether by Acceleration (as
defined in the Series B Note) or otherwise in accordance with the terms of the Series B Note) or a waiver of an Equity Conditions
Failure or such other event occurs whereafter such portion of the Redemption Restricted Amount is not required to be redeemed on
the Redemption Date in accordance with the terms of the Series B Note (as amended, modified or waived on or prior to such date)(each
a “Reversed Redemption Restricted Amount”), solely with respect to such Redemption Date, no Redemption Netting
shall occur with respect to such Reversed Redemption Restricted Amount.


 





 






1
Insert six month anniversary of date hereof


 




    	 	6	 



     


    

 


(d)          Automatic
Netting at Maturity. Notwithstanding anything herein to the contrary, at the Maturity Date (as defined in the Series B Note),
if any amounts remain outstanding under the Series B Note and hereunder, the Investor shall automatically Net such part of the
outstanding obligations under the Series B Note equal to the aggregate Principal then outstanding hereunder (the “Remaining
Principal Amount”) by the cancellation of the Remaining Principal Amount of the outstanding obligations under the Series
B Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder (the “Maturity
Netting”). Upon any Maturity Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal
being cancelled in such Maturity Netting shall be automatically cancelled as of the date of such Maturity Netting and, thereafter,
this Note shall be deemed to be paid in full and shall be null and void. The Maturity Netting shall automatically occur on the
Maturity Date (as defined in the Series B Note).


 


(e)          Event
of Default Netting. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence of
any Event of Default under the Series B Note, but prior to the date of cure thereof, at its sole discretion, by written notice
to the Company, Net all, or any part, of the outstanding obligations under the Series B Note by the cancellation of such portion
of the outstanding obligations under the Series B Note as set forth in such written notice in exchange for the surrender and concurrent
cancellation of an equal amount of Principal hereunder (each, an “Event of Default Netting”). Upon any Event
of Default Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal being satisfied in such
Event of Default Netting shall be automatically cancelled as of the date of such Event of Default Netting. Each Event of Default
Netting shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect
such Event of Default Netting.


 


(f)           Automatic
Netting Upon any Bankruptcy Event of Default. Notwithstanding anything herein to the contrary, upon any Bankruptcy Event of
Default under the Series B Note, the Investor shall automatically Net such part of the outstanding obligations under the Series
B Note equal to the Remaining Principal Amount by the cancellation of the Remaining Principal Amount of the outstanding obligations
under the Series B Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder
(each, a “Bankruptcy Event of Default Netting”, and together with the Investor Optional Netting, Redemption
Netting, Maturity Netting and Event of Default Netting, collectively, the “Investor Netting Rights”). Upon any
Bankruptcy Event of Default Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal being
satisfied in such Bankruptcy Event of Default Netting shall be automatically cancelled as of the date of such Bankruptcy Event
of Default Netting and, thereafter, this Note shall be deemed to be paid in full and shall be null and void. Each Bankruptcy Event
of Default Netting shall be effective upon the date of the earliest occurrence of a Bankruptcy Event (as defined in the Series
B Note) under the Series B Note.


 




    	 	7	 



     


    

 


(g)          Automatic
Netting Upon Prohibited Transfers of this Note. If for any reason, this Note or any interest herein is pledged, assigned or
transferred to any Person other than the Company without the prior written consent of the Investor, whether by contract, operation
of law, court order or otherwise (each, a “Prohibited Transfer”), the Investor shall automatically Net such
part of the outstanding obligations under the Series B Note equal to 75% of the remaining Restricted Principal then outstanding
under the Series B Note (with the remaining 25% of the Restricted Principal of the Series B Note automatically becoming unrestricted
principal thereunder) in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder.
Upon any Prohibited Transfer, any accrued and unpaid Interest hereunder shall be automatically cancelled as of the date of such
Prohibited Transfer and, thereafter, this Note shall be deemed to be paid in full and shall be null and void.


 


(h)          Default
Netting. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence of any Investor
Note Acceleration, by written notice to the Company, in lieu of making any payment under this Note in cash, Net all, or any part,
of the outstanding obligations under the Series B Note by the cancellation of such portion of the outstanding obligations under
the Series B Note as set forth in such written notice in exchange for the surrender and concurrent cancellation of an equal amount
of Principal hereunder (each, a “Default Netting“). Upon any Default Netting, any accrued and unpaid Interest
hereunder with respect to such portion of Principal being satisfied in such Default Netting shall be automatically cancelled as
of the date of such Default Netting. Each Default Netting shall be effective upon the date the Investor delivers notice to the
Company of the Investor's election to effect such Netting.


 


(i)           Investor
Netting Rights; Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Investor shall be entitled
to exercise the Investor Netting Rights through any means permissible under applicable law, including without limitation, set-off
and Netting and (ii) the Obligations of the Investor hereunder and the obligations of the Company under the Series B Note issued
pursuant to the Securities Purchase Agreement arise in a single integrated transaction and constitute related and interdependent
obligations within such transaction.


 


8.           Miscellaneous.


 


(a)          Full
Recourse. The parties hereby acknowledge and agree that this Note is a full recourse obligation of the Investor.


 


(b)          No
Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only in a writing signed by
the Company and the Investor.


 




    	 	8	 



     


    

 


(c)          Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note 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. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York, New
York, 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. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR
ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d)          No
Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction or other similar authority (a “Severability Event”), this entire Note shall
be automatically terminated and shall thereafter be null and void and all remaining payment obligations hereunder of the Investor
to the Company shall be automatically cancelled, ab initio.


 


(e)          Currency.
Principal and interest due hereunder shall be payable in lawful money of the United States of America and shall be payable to the
Company at the address of the Company, or at such other address as may be specified in a written notice to the Investor given by
the Company. The Company has provided the Investor with wire transfer instructions pursuant to which payments may be made under
this Note and such wire transfer instruction shall be valid for the entire period of this Note.


 


(f)           Weekend;
Holidays.         If any payment on this Note shall become due on a Saturday,
Sunday or a bank or legal holiday in the State of New York, such payment shall be made on the next succeeding business day in the
State of New York.


 


(g)          Usury.
If interest payable under this Note is in excess of the maximum permitted by law, the interest chargeable hereunder shall be reduced
to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited to the Principal
balance of this Note and applied to the same and not to the payment of Interest.


 


(h)          Remedies.


 


(i)          No
failure on the part of the Company to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise by the Company of any right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy
of the Company at law or equity or under this Note shall not be deemed to be an election of Company’s rights or remedies
under this Note or at law or equity.


 




    	 	9	 



     


    

 


(ii)         No
failure on the part of the Investor to exercise, and no delay in exercising, any right, power or remedy hereunder (including, without
limitation, any Netting permitted hereunder) shall operate as a waiver thereof; nor shall any single or partial exercise by the
Investor of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. In addition, the
exercise of any right or remedy of the Investor at law or equity or under this Note shall not be deemed to be an election of Investor’s
rights or remedies under this Note or at law or equity.


 


(i)           Waiver
of Presentment. The Investor hereby waives presentment, diligence, protest and demand, notice of protest, demand and dishonor
and nonpayment of this Note.


 


[Signature Page Follows]


 




    	 	10	 



     


    

 


IN WITNESS WHEREOF,
this Note has been executed as of the date first written above.


 


	 	[INVESTOR]
	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 


Agreed and accepted as of

this ___ day of _______, 20__ by:


 


REAL GOODS SOLAR, INC.


 


	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 




    	 	11	 



     


    

 


Schedule I


 


Collateral Account


 


Bank:


Bank Address:


Account Number:


Account Name:


 




     


     


    

 


Schedule II


 


Permitted Financial Institutions


 


Pershing LLC or any of their affiliates


HSBC NA, or any of their affiliates


BNP Paribas, or any of their affiliates


UBS AG or any of their affiliates


Citibank NA or any of their affiliates


Bank of America Merrill Lynch or any of their affiliates


Deutsche Bank, AG or any of their affiliates


Fidelity Investments, FMR LLC or any of their affiliates


Morgan Stanley or any of their affiliates


First Republic Bank or any of their affiliates