Exhibit 10.1


 


COOPERATION AGREEMENT


 


This Cooperation Agreement
(this “Agreement”), is made and entered into as of January 2, 2018 by and among Real Goods Solar, Inc., a
Colorado corporation (the “Company”), and the entities and natural persons set forth in the signature pages
hereto (collectively, “Iroquois”) (each of the Company and Iroquois, a “Party” to this Agreement,
and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, as
of the date hereof, Iroquois has a beneficial ownership interest in 840,135 shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), which includes certain shares issuable upon the exercise of
certain warrants;


 


WHEREAS, on
July 24, 2017, Iroquois filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the solicitation of proxies and seeking, among other things, to withhold
all votes for director candidates (the “Withhold Proxy Solicitation”) nominated for election to the Company’s
Board of Directors (the “Board”) at the Company’s 2017 Annual Meeting of Shareholders (including any adjournment,
postponement or rescheduling thereof, the “2017 Annual Meeting”);


 


WHEREAS,
the Company has convened and subsequently adjourned the 2017 Annual Meeting on each of August 23, 2017, October 5, 2017 and
December 14, 2017 due to a quorum not being present and adjoined the 2017 Annual Meeting until January 18, 2018; and


 


WHEREAS, the
Company and Iroquois have reached an agreement with respect to certain matters related to the 2017 Annual Meeting, the delivery
of the restricted shares of Common Stock, and certain other matters, in each case, as provided in this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound
hereby, agree as follows:


 


1.           Withdrawal
of Withhold Proxy Solicitation.


 


(a)          Effective
immediately upon the date hereof, Iroquois agrees to (i) immediately terminate the Withhold Proxy Solicitation, (ii) withdraw
(and not resubmit) the Proxy Statement, (iii) cease any and all solicitation and other efforts with respect to the Withhold Proxy
Solicitation, and (iv) promptly notify the staff of the SEC in writing that it is terminating the Withhold Proxy Solicitation.


 


(b)          Iroquois
further agrees not to (i) nominate or recommend for nomination any person for election at the 2017 Annual Meeting, directly
or indirectly, (ii) submit any proposal for consideration at, or bring any other business before, the 2017 Annual Meeting,
directly or indirectly, (iii) vote, deliver or otherwise use any consents that may have been, or may be, received pursuant
to the Withhold Proxy Solicitation, or (iv) initiate, encourage or participate in any “withhold” or similar campaign
with respect to the 2017 Annual Meeting, directly or indirectly.


 




     


     


    

 


2.           Voting
Agreement.


 


(a)          At
the 2017 Annual Meeting, Iroquois agrees to appear in person or by proxy and vote all shares of Common Stock beneficially owned
by Iroquois and its Affiliates and Associates in favor of (i) the election of the Company’s five (5) director nominees, (ii)
the approval of an amendment to the Company’s 2008 Long-Term Incentive Plan to increase the number of shares authorized for
issuance and the number of shares that a participant may receive in a fiscal year, and (iii) the ratification of the appointment
of Moss Adams LLP to audit the Company’s consolidated financial statements for the 2017 fiscal year.


 


(b)          At
any subsequent annual or special meeting of shareholders of the Company (or adjournments thereof) during the Standstill Period,
Iroquois agrees to vote all shares of Common Stock beneficially owned by Iroquois and its Affiliates and Associates in favor of
the election to the Board of those director nominees nominated for election by the Board’s Nominating and Corporate Governance
Committee or the Board and against the removal of any directors whose removal is not recommended by the Board.


 


(c)          Iroquois
agrees, within 2 business days after receipt in connection with the 2017 Annual Meeting and within 10 business days after receipt
in connection with any other annual or special meeting of shareholders of the Company, to execute and deliver to the Company, or
cause to be executed and delivered to the Company, the proxy card sent to Iroquois by the Company in connection with the 2017 Annual
Meeting and any other annual or special meeting of shareholders of the Company (or adjournments thereof) during the Standstill
Period (and any other legal proxies delivered to Iroquois required to vote any shares held in “street name”) directing
that the shares of Common Stock beneficially owned by Iroquois, as of the applicable record date, be voted in accordance with Section
2(a) and 2(b).


 


3.           Standstill.


 


(a)          Iroquois
agrees that, from the date of this Agreement until the expiration of the Standstill Period, without the prior written consent of
a majority of the Board specifically expressed in a written resolution, neither it nor any of its Affiliates or Associates will,
and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any manner, acting alone or in concert
with others:


 


(i)          acquire,
offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange
offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company; provided,
however, that Iroquois shall be permitted to acquire the shares of Common Stock issuable upon exercise of the warrant set forth
on Exhibit A;


 


(ii)         submit
any shareholders proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise) or any notice of nomination or other business for consideration by the Company’s
shareholders, or nominate any candidate for election to, or to fill a vacancy on, the Board (including by way of Rule 14a-11 of
Regulation 14A), other than as expressly permitted by this Agreement;


 




    	2



     


    

 


(iii)        engage
in, directly or indirectly, any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written
consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule
14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request
or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person
with respect to the voting of the Common Stock or grant a proxy with respect to the voting of the Common Stock or other voting
securities of the Company to any person other than to the Board or persons appointed as proxies by the Board;


 


(iv)        form,
join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the
meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting
trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement;


 


(v)         seek
to call, or to request the call of, a special meeting of the Company’s shareholders, or make a request for a list of the
Company’s shareholders;


 


(vi)        vote
for any nominee or nominees for election to the Board, other than those nominated or supported by the Board;


 


(vii)       seek
to place a representative or Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board or a change
in the size or composition of the Board;


 


(viii)      other
than as provided in this Agreement, effect or seek to effect or cause or participate in, or make any public communication with
respect to, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise)
to effect or cause or participate in, (A) any acquisition of any material assets or businesses of the Company or any of its subsidiaries,
or any sale, lease, exchange, pledge, mortgage, or transfer thereof (including through any arrangement having substantially the
same economic or other effect as a sale, lease, exchange, pledge, mortgage, or transfer or assets); (B) any tender offer or exchange
offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; or (C) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries;


 


(ix)         make
any demands for books and records and other materials from the Company or pursue any litigation related thereto against the Company,
or to encourage, assist or cooperate with any third party with respect to any such demand(s) or litigation;


 


(x)          disclose
publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent
with the foregoing;


 


(xi)         take
any action challenging the validity or enforceability of any provisions of this Section 3(a);


 


(xii)        publicly
request that the Company amend or waive any provision of Sections 2 or 3(a);


 




    	3



     


    

 


(xiii)       institute,
solicit, assist or join, or threaten, any litigation, arbitration, action or other proceeding (other than any litigation, arbitration,
action or other proceeding to enforce the terms of this Agreement) against or involving the Company, its subsidiaries, its current
or former directors or officers, or any Company Affiliate.; or


 


(xiv)      enter
into any agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or recommend, request,
induce , attempt to induce, advise, encourage, support, influence or solicit any person to undertake any of the foregoing activities.


 


(b)          Nothing
in this Section 3(b) or elsewhere in this Agreement shall prohibit Iroquois from (i) privately making any statement
or expressing or disclosing Iroquois’ views in private to any officer or director of the Company, so long as such communication
are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, or (ii) from
voting in such manner as it deems appropriate on any matter unrelated (A) to the election of directors of the Company or (B) to
the other matters referenced in Section 2 and 3.


 


(c)          As
used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings
set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial
ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms
“person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or
nature.


 


(d)          For
purposes of this Agreement, “Standstill Period” shall mean the period commencing on the date of this
Agreement and ending at 11:59 p.m., Eastern Time, on such date that is 30 calendar days prior to the expiration of the
advance notice period for the submission by shareholders of director nominations for consideration at the Company’s
2022 annual meeting of shareholders (including any adjournment, postponement or rescheduling thereof, the “2022
Annual Meeting”), as set forth in the advance notice provisions of the Company’s Bylaws.


 


4.           Expenses.
Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation
of this Agreement and the transactions contemplated hereby, including legal fees; provided, however, that, within three business
days after the date of this Agreement, the Company shall issue and deliver 600,000 unregistered and restricted shares (the “Shares”)
of Common Stock to Iroquois, as reimbursement for expenses incurred by Iroquois in connection with the matters related to the 2017
Annual Meeting and the negotiation, execution and effectuation of this Agreement; provided, further, that it shall be a condition
to the Company’s obligation to deliver such Shares that Iroquois has executed and delivered to the Company, or caused to
be executed and delivered to the Company, the proxy card provided to Iroquois by the Company in connection with the 2017 Annual
Meeting (in compliance with applicable law).


 




    	4



     


    

 


5.           Representations,
Warranties and Covenants of the Company.


 


(a)          The
Company represents and warrants to Iroquois that (a) the Company has the corporate power and authority to execute this
Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity
principles, (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or
conflict with any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or
violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or
pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or
cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement
to which the Company is a party or by which it is bound, and (d) all of the Shares to be issued and delivered shall be duly
authorized, fully paid and nonassessable, and validly issued, the issuance and delivery is in compliance with all applicable
federal and state securities laws, and that the Shares, when issued and delivered in accordance with the terms and for the
consideration set forth in this Agreement, will be free of restrictions on transfer other than restrictions on transfer under
applicable state and federal securities laws and liens or encumbrances created by or imposed by Iroquois.


 


(b)          Within
30 business days after the date of this Agreement, the Parties shall cooperate in good faith to enter into a registration rights
agreement, with customary terms reasonably acceptable to the Company, granting to Iroquois piggyback registration rights with respect
to the Shares Iroquois will receive pursuant to this Agreement.


 


(c)          Upon
request from Iroquois, the Company shall remove any restrictive legend on the certificates or other instruments representing
the Shares and the Company shall issue a certificate without such restrictive legend to Iroquois (i) in connection with a
sale, assignment or other transfer exempt from registration under the applicable requirements of the Securities Act of 1933,
as amended (the “Securities Act”), and any applicable state securities laws if Iroquois provides the
Company with an opinion of counsel selected by Iroquois, and reasonably acceptable to the Company (the Company acknowledges
that Olshan Frome Wolosky LLP is acceptable counsel), in a generally acceptable form for opinions of counsel in connection with such
transactions and reasonably acceptable to the Company, to the effect that such Shares to be sold, assigned or transferred may
be sold, assigned or transferred pursuant to an exemption from such registration under the applicable requirements of the
Securities Act and any applicable state securities laws, (ii) on the date Iroquois provides reasonable assurance to the
Company that Iroquois is eligible to sell, assign or transfer the Shares pursuant to Rule 144 promulgated pursuant to the
Securities Act (“Rule 144”) without having to comply with the information requirements under Rule
144(c)(1); provided, however, that Iroquois agree that the Company shall have the right to again affix a restrictive legend
on the certificates or other instruments representing the Shares in the event that Iroquois becomes an Affiliate of the
Company after removal of the restrictive legend, or (iii) on the date Iroquois provides reasonable assurance to the Company
that Iroquois is eligible to sell, assign or transfer such Shares pursuant to Rule 144 while the Company is in compliance
with the requirements of Rule 144(c)(1) contemporaneously with the sale, assignment or transfer of such Shares. Iroquois
acknowledges and agrees that the Shares remain “restricted securities” as such term is defined in Rule 144
notwithstanding removal of the legend set forth above until such Shares are sold or transferred under an
effective registration statement under the Securities Act or under Rule 144.


 




    	5



     


    

 


6.           Representations,
Warranties and Covenants of Iroquois.


 


(a)          Iroquois
represents and warrants to the Company that (a) as of the date hereof, Iroquois beneficially owns, directly or indirectly, only
the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates
and Associates of Iroquois that own any securities of the Company beneficially or of record and reflects all shares of Common Stock
in which Iroquois has any interest or right to acquire, whether through derivative securities, voting agreements or otherwise,
(b) this Agreement has been duly and validly authorized, executed and delivered by Iroquois, and constitutes a valid and binding
obligation and agreement of Iroquois, enforceable against Iroquois in accordance with its terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally
affecting the rights of creditors and subject to general equity principles, (c) Iroquois has the authority to execute this Agreement
and to bind itself to the terms hereof, (d) Iroquois shall use its commercially reasonable efforts to cause its respective Affiliates
and Associates to comply with the terms of this Agreement, (e) the execution, delivery and performance of this Agreement by Iroquois
does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii)
result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become
a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment,
acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to
which such member is a party or by which it is bound, and (f) Iroquois is an accredited investor as such term is defined under
the Securities Act, is acquiring the Shares for its own account and not with a view towards distribution, and has had access to
such information about the Company as it deems necessary to make an informed decision about investing in the Shares.


 


(b)          Except
as provided in section 5(b) herein, Iroquois understands that the Shares have not been and are not being registered under the
Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)
subsequently registered thereunder, (B) Iroquois shall have delivered to the Company an opinion of counsel selected by
Iroquois, in a generally acceptable form, to the effect that such Shares to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such registration, or (C) Iroquois provides the Company with reasonable
assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144.


 


(c)          Iroquois
understands that, except as set forth in this Agreement, the certificates or other instruments representing the Shares shall bear
a restrictive legend, in form determined by the Company, referencing the restricted nature of the Shares.


 




    	6



     


    

 


7.           Mutual
Non-Disparagement.


 


(a)          Iroquois
agrees that, until the earlier of (i) the expiration of the Standstill Period and (ii) any material breach of this Agreement by
the Company (provided that the Company shall have three business days following written notice from Iroquois of any material breach
to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause
each of its Affiliates and Associates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize
or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the
foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal
or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its
directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the “Company
Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves
any confidential or proprietary information of the Company or its subsidiaries or Affiliates or Associates, or to malign, harm,
disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives.


 


(b)          The
Company hereby agrees that, until the earlier of (i) the expiration of the Standstill Period and (ii) any material breach of this
Agreement by Iroquois (provided that Iroquois shall have three business days following written notice from the Company of any material
breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will
cause each of its Affiliates and Associates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize
or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the
foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal
or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, Iroquois or its Affiliates
or Associates or any of their officers, employees, agents or representatives (collectively, the “Iroquois Agents”),
or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary
information of Iroquois or its Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good
name of Iroquois, its business or any of the Iroquois Agents.


 


(c)          Notwithstanding
the foregoing, nothing in this Section 7 or elsewhere in this Agreement shall prohibit any Party from making any statement
or disclosure required under the federal securities laws, other applicable laws or the listing standards of any stock exchange;
provided, however, that such Party must provide, to the extent legally permissible, advance written notice to the other Parties,
and to the extent practicable, at least two business days in advance, prior to making any such statement or disclosure that would
otherwise be prohibited by the provisions of this Section 7, and reasonably consider any comments of such other Parties.


 


(d)          The
limitations set forth in Section 7(a) and 7(b) shall not prevent any Party from responding to any public statement
made by any other Party of the nature described in Section 7(a) and 7(b) if such statement by such other Party was
made in breach of this Agreement.


 




    	7



     


    

 


8.           Release.


 


(a)          Iroquois
does for itself, himself and its or his respective successors, assigns, heirs, past and present shareholder, subsidiaries, members,
managers, directors, officers, employees, agents, and other representatives hereby to the maximum extent permitted by law irrevocably
forever release, discharge and waive any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities,
controversies, costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations
of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly,
derivatively, representatively or in any other capacity, in law or equity, whether known or unknown, suspected or unsuspected,
unanticipated as well as anticipated, against the Company or any of its Affiliates, including any and all of its or their present
and/or past directors, officers, members, partners, employees, shareholders, creditors, fiduciaries, agents, representatives and
their respective successors and assigns (collectively, the “Company Released Parties”) with respect to or arising out
of any event, fact, condition, act, omission or circumstance existing on or prior to the date of this Agreement. Iroquois also
represents that it has not assigned any claim or possible claim against the Company Released Parties, it fully intends to release
all claims against the Company Released Parties and it has been advised by, and has consulted with counsel with respect to the
execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers, releases and discharges
set forth herein.


 


(b)          The
Company does for itself and its respective successors, assigns, heirs, past and present shareholder, subsidiaries, members, managers,
directors, officers, employees, agents, and other representatives hereby to the maximum extent permitted by law irrevocably forever
release, discharge and waive any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies,
costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations of federal
or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively,
representatively or in any other capacity, in law or equity, whether known or unknown, suspected or unsuspected, unanticipated
as well as anticipated, against Iroquois, including any and all of its present and/or past directors, officers, members, partners,
employees, shareholders, creditors, fiduciaries, agents, representatives and their respective successors and assigns (collectively,
the “Iroquois Released Parties”) with respect to or arising out of any event, fact, condition, act, omission or circumstance
existing on or prior to the date of this Agreement. The Company also represents that it has not assigned any claim or possible
claim against the Iroquois Released Parties, it fully intends to release all claims against the Iroquois Released Parties and it
has been advised by, and has consulted with counsel with respect to the execution and delivery of this Agreement and has been fully
apprised of the consequences of the waivers, releases and discharges set forth herein.


 


9.           No
Concession or Admission of Liability. This Agreement is being entered into for the purpose of avoiding litigation, uncertainty,
controversy and legal expense, constitutes a compromise and settlement entered into by each Party hereto, and shall not in any
event constitute, be construed or deemed a concession or admission of any liability or wrongdoing of any of the Parties.


 




    	8



     


    

 


10.         Public
Announcements. Promptly following the execution of this Agreement, the Company and Iroquois shall issue a mutually agreeable
press release (the “Mutual Press Release”), announcing certain terms of this Agreement, substantially in the
form attached hereto as Exhibit B. Prior to the issuance of the Mutual Press Release, neither the Company nor Iroquois shall
issue any press release or make any public announcement regarding this Agreement or take any action that would require public disclosure
thereof without the prior written consent of the other Party. During the Standstill Period, neither the Company nor Iroquois or
any of its Affiliates or Associates shall make any public announcement or statement that is inconsistent with or contrary to the
statements made in the Mutual Press Release, except as required by law or the listing standards of any stock exchange (and, in
any event, each Party will provide the other Party, prior to making any such public announcement or statement, a reasonable opportunity
to review and comment on such disclosure, to the extent reasonably practicable under the circumstances, and each Party will consider
any comments from the other in good faith) or with the prior written consent of the other Party, and otherwise in accordance with
this Agreement.


 


11.         Specific
Performance. Each of Iroquois, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable
injury to the other Party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages.
It is accordingly agreed that Iroquois, on the one hand, and the Company, on the other hand (the “Moving Party”),
shall each be entitled to seek specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the
terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking
such relief on the grounds that any other remedy or relief is available at law or in equity.


 


12.         Notice.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending Party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically
generated); or (iv) one business day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


Real Goods Solar, Inc.


110 16th Street


Suite 300


Denver, CO 80202


Attention: Dennis Lacey, Chief Executive Officer


Facsimile No.: 303-223-9206


Telephone No.: (303) 222-8541


Email: dennis.lacey@rgsenergy.com


 




    	9



     


    

 


With copies (which shall not constitute notice) to:


 


Brownstein Hyatt Farber Schreck, LLP


410 Seventeenth Street, Suite 2200


Denver, CO 80202


Attention: Kristin M. Macdonald and Rikard Lundberg


Facsimile No.: (303) 223-8232


Telephone No.: (303) 223-1242


		Email:	KMacdonald@BHFS.com



RLundberg@BHFS.com


 


If to Iroquois:


 


Iroquois Capital Management LLC


205 East 42nd Street, 20th Floor


New York, NY 10017


Attention: Richard Abbe


Facsimile No.: (347) 408-0969


Telephone No.: (212) 974-3070


		Email:	RAbbe@icfund.com



 


With copies (which shall not constitute notice) to:


 


Olshan Frome Wolosky LLP


1325 Avenue of the Americas


New York, NY 10019


		Attention:	Andrew Freedman, Esq.



Mohammad Malik, Esq.


Facsimile No.: (212) 451-2222


Telephone No.: (212) 451-2300


		E-mail:	afreedman@olshanlaw.com



mmalik@olshanlaw.com


 


13.         Governing
Law. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in
accordance with, the laws of the State of Colorado executed and to be performed wholly within the State of Colorado, without giving
effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to the extent that such principles
would require or permit the application of the laws of another jurisdiction.


 




    	10



     


    

 


14.         Jurisdiction.
Each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of
Colorado in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that
it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other
than the federal or state courts of the State of Colorado, (c) agrees to waive any bonding requirement under any applicable law,
in the case any other Party seeks to enforce the terms by way of equitable relief, and (d) irrevocably consents to service of process
by first class certified mail, return receipt requested, postage prepaid, to the address of such Party’s principal place
of business or as otherwise provided by applicable law. Each of the Parties hereto irrevocably waives, and agrees not to assert,
by way of motion, as a defense, counterclaim or otherwise, in any action, suit or other legal proceeding with respect to this Agreement,
(a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its
property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),
and (c) to the fullest extent permitted by applicable law, that (i) such action, suit or other legal proceeding in any such court
is brought in an inconvenient forum, (ii) the venue of such action, suit or other legal proceeding is improper, or (iii) this Agreement,
or the subject matter hereof, may not be enforced in or by such court.


 


15.         Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)
SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.


 


16.         Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the
subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral
or written, of the Parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings, oral or written, between the Parties other than those expressly set forth herein.


 


17.         Headings.
The section headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.


 


18.         Waiver.
No failure on the part of any Party 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 of such right, power or remedy by such Party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.


 


19.         Remedies.
All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law or equity.


 




    	11



     


    

 


20.         Receipt
of Adequate Information; No Reliance; Representation by Counsel. Each Party acknowledges that it has received adequate information
to enter into this Agreement, that it has had adequate opportunity to make whatever investigation or inquiry it may deem necessary
or desirable in connection with the subject matter of this Agreement prior to the execution hereof, and that it has not relied
on any promise, representation or warranty, express or implied not contained in this Agreement. Each of the Parties hereto acknowledges
that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement,
and that it has executed the same with the advice of said independent counsel. Each Party cooperated and participated in the drafting
and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among
the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its
drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities
in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of
the Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting
or preparation. Further, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of
the terms of this Agreement against such Party shall have no application and is expressly waived. The provisions of this Agreement
shall be interpreted in a reasonable manner to effect the intent of the Parties.


 


21.         Construction.
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise
indicated. Whenever the words “include,” “includes” and “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” The words “hereof, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the
word “shall.” The words “dates hereof” will refer to the date of this Agreement. The word “or”
is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such
terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement,
instrument, law, rule or statute as from time to time amended, modified or supplemented. The term “business days” shall
have the meaning given to it by the applicable rules of the SEC.


 


22.         Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in
part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The Parties further agree
to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the purposes of such invalid or unenforceable provision.


 


23.         Amendment.
This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the Parties hereto, or their respective
successors or assigns.


 




    	12



     


    

 


24.         Successors
and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the Parties hereto and
the respective successors, heirs, executors, legal representatives and permitted assigns of the Parties, and inure to the benefit
of any successor, heir, executor, legal representative or permitted assign of any of the Parties; provided, however, that no Party
may assign this Agreement or any rights or obligations hereunder without, with respect to Iroquois, the express prior written consent
of the Company (with such consent specifically authorized in a written resolution adopted and approved by a majority of the Board),
and with respect to the Company, the prior written consent of Iroquois.


 


25.         No
Third-Party Beneficiaries. The representations, warranties and agreements of the Parties contained herein are intended solely
for the benefit of the Party to whom such representations, warranties or agreements are made, and shall confer no rights, benefits,
remedies, obligations, or liabilities hereunder, whether legal or equitable, in any other person or entity, and no other person
or entity shall be entitled to rely thereon.


 


26.         Counterparts;
Facsimile / PDF Signatures. This Agreement and any amendments hereto may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Parties hereto. In the
event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery
of a portable document format (.pdf or similar format) data file, such signature shall create a valid and binding obligation of
the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


[SIGNATURE PAGE FOLLOWS]


 




    	13



     


    

 


IN WITNESS WHEREOF, the Parties have duly executed and delivered
this Agreement as of the date first written above.


 


	 	REAL GOODS SOLAR, INC.
	 	 	 
	 	By:	/s/ Dennis Lacey
	 	Name:	Dennis Lacey
	 	Title:	Chief Executive Officer
	 	 
	 	IROQUOIS CAPITAL MANAGEMENT LLC
	 	 	 
	 	By:	/s/ Richard Abbe
	 	Name:	Richard Abbe
	 	Title:	Authorized Signatory
	 	 
	 	IROQUOIS MASTER FUND LTD
	 	 	 
	 	By:	/s/ Richard Abbe
	 	Name:	Richard Abbe
	 	Title:	Authorized Signatory
	 	 
	 	IROQUOIS CAPITAL INVESTMENT GROUP LLC
	 	 	 
	 	By:	/s/ Richard Abbe
	 	Name:	Richard Abbe
	 	Title:	Authorized Signatory


 


	 	/s/ Richard Abbe
	 	Richard Abbe
	 	 
	 	/s/ Kimberly Page
	 	Kimberly Page


 


[Signature Page to Cooperation Agreement]


 




     


     


    

 


EXHIBIT A


 


IROQUOIS AFFILIATES AND ASSOCIATES


 


	Shareholder	 	Type	 	Quantity	 
	IROQUOIS CAPITAL INVESTMENT GROUP LLC	 	Warrant	 	 	255,806	 
	IROQUOIS CAPITAL INVESTMENT GROUP LLC	 	Warrant	 	 	46,224	 
	IROQUOIS MASTER FUND LTD	 	Warrant	 	 	419,355	 
	IROQUOIS MASTER FUND LTD	 	Warrant	 	 	113,750	 
	IROQUOIS MASTER FUND LTD	 	Common Stock	 	 	5,000	 
	Total Holdings	 	 	 	 	840,135	 





 




     


     


    

 


EXHIBIT B


 


FORM OF PRESS RELEASE


 


(see attached)