EXHIBIT 10.2


 


December 8, 2016


 


[Purchaser]


 


Dear Sirs:


 


This agreement (the “Leak-Out Agreement”)
is being delivered to you in connection with an understanding by and among Real Goods Solar, Inc., a Colorado corporation (the
“Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).


 


Reference is hereby made to (a) the Securities
Purchase Agreement, dated December 8, 2016, by and among the Company, the Holder and certain other purchasers signatory thereto
(the “SPA”), pursuant to which the Holder acquired (i) shares of Common Stock (“Shares”),
(ii) Series I Warrants, and if applicable (iii) Series J Warrants (the Series I Warrants and the Series J Warrants collectively,
the “Holder Warrants”). Capitalized terms not defined herein shall have the meaning as set forth in the SPA.


 


During the period commencing on the later
of the date hereof and the first day hereafter on which all the Other Holders (as defined below) have duly executed and delivered
a leak-out agreement identical to this Leak-Out Agreement (other than the identity of the Holder and the permitted percentage
of trading volume) (the “Effective Date”) and ending _______ __, 20171 (such period, the “Restricted
Period”), neither the Holder, nor any Affiliate of such Holder which (x) had or has knowledge of the transactions contemplated
by the SPA, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning such
Holder’s investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning
such Affiliate’s investments or trading (together, the “Holder’s Trading Affiliates”), collectively,
shall sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps
or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted
Period (any such date, a “Date of Determination”), Shares purchased pursuant to the SPA in an amount more than
____% of the trading volume of Common Stock on the principal Trading Market as reported by Bloomberg, LP for the applicable Date
of Determination; provided, that the foregoing restrictions shall not apply to any actual “long” (as defined in Regulation
SHO of the Securities Exchange Act of 1934, as amended) sales by the Holder or any of the Holder’s Trading Affiliates at
a price greater than $0.35 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations
or other similar events occurring after the date hereof).


 


 






1
Insert date that is 15 trading days after the closing.


 




    	 	 	 



     


    

 


Notwithstanding anything herein to the contrary,
during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Shares (the “Restricted
Securities”) to any Person (an “Assignee”) in a transaction which does not need to be reported on
the Nasdaq consolidated tape, without complying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement;
provided, that as a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute
and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee Agreement”, and each such
transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer, sales of the Holder and the Holder’s
Trading Affiliates and all Assignees (other than any such sales that constitute Permitted Transfers) shall be aggregated for all
purposes of this Leak-Out Agreement and all Assignee Agreements.


 


Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing and shall be given
in accordance with the terms of the SPA.


 


This Leak-Out Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters
and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


This Leak-Out Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and
any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out Agreement shall
be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns.


 


This Leak-Out Agreement may not be amended
or modified except in writing signed by each of the parties hereto.


 


All questions concerning the construction,
validity, enforcement and interpretation of this letter agreement shall be governed by Sections 5.9 and 5.20 of the SPA.


 


Each party hereto acknowledges that, in
view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto may not have
an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance with
its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms hereof
in addition to any other remedy it may seek, at law or in equity.


 




    	 	 	 



     


    

 


The obligations of the Holder under this
Leak-Out Agreement are several and not joint with the obligations of any other holder of any of the Securities issued under the
SPA (each, an “Other Holder”) under any other agreement, and the Holder shall not be responsible in any way
for the performance of the obligations of any Other Holder under any such other agreement. Nothing contained herein or in this
Leak-Out Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the
Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Leak-Out Agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a
group with respect to such obligations or the transactions contemplated by this Leak-Out Agreement or any other agreement. The
Company and the Holder confirms that the Holder has independently participated in the negotiation of the transactions contemplated
hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Leak-Out Agreement, and it shall not be necessary for any Other Holder
to be joined as an additional party in any proceeding for such purpose.


 


The Company hereby represents and warrants
as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Other Holder
with respect to any restrictions on the sale of Securities substantially in the form of this Leak-Out Agreement (or any amendment,
modification, waiver or release thereof) (each a “Settlement Document”), is or will be more favorable to such
Other Holder than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into
a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof
and (ii) the terms and conditions of this Leak-Out Agreement shall be, without any further action by the Holder or the Company,
automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit
of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written
notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition,
in which event the term or condition contained in this Agreement shall apply to the Holder as it was in effect immediately prior
to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions
of this paragraph shall apply similarly and equally to each Settlement Document.


 


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left blank]


 




    	 	 	 



     


    

 


[Signature Page to RGSE Leakout]


 


	 	Sincerely,
	 	 
	 	REAL GOODS SOLAR, INC.
	 	 	 
	 	By: 	/s/ Dennis Lacey
	 	 	Name: Dennis Lacey
	 	 	Title:   Chief Executive Officer


 


Agreed to and Acknowledged:


 


“HOLDER”


 


	 	 	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: