EXHIBIT 4.16


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


 


real
goods solar, INC.


 


Placement
Agent Warrant To Purchase Common Stock


 


Warrant No.: WPA3–1


Number of Shares of Common Stock: 846,508


Date of Issuance: April 1, 2016 ("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, Roth Capital Partners, llc, 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 below) then in effect, at any time or times on or after
the date that is six (6) months after the Issuance Date (the "Initial Exercisability Date"), but not after 11:59
p.m., New York time, on the Expiration Date, (as defined below), up to such number of fully paid and nonassessable shares of Common
Stock equal to EIGHT HUNDRED FORTY SIX THOUSAND FIVE HUNDRED EIGHT (846,508) (the "Warrant Share Number"), subject
to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms
in this 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. Capitalized terms used herein and not
otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement.


 




     


     


    

 


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 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. 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 third (3rd) Trading Day 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 Warrant Shares can be
immediately sold or transferred by the Holder either (1) pursuant to an effective registration statement, (2)
pursuant to Rule 144 if the Holder indicates on the applicable Exercise Notice that the shares of Common Stock issuable in connection
with such Exercise Notice are being sold contemporaneously by the Holder, or (3) pursuant to Rule 144 without having to comply
with the information requirements under Rule 144(c)(1), 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 The Depository Trust Company ("DTC")
through its Deposit / Withdrawal At Custodian system, or (Y) otherwise, 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 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. NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE
THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE HEREUNDER.


 




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(b)          Exercise
Price. For purposes of this Warrant, "Exercise Price" means $0.8280, subject to adjustment as provided herein.


 


(c)          Company's
Failure to Timely Deliver Securities. If (I) the Company shall fail for any reason or for no reason on or prior to the applicable
Share Delivery Date, to credit the Holder's balance account with DTC or issue and deliver a certificate to the Holder and register
such shares of Common Stock on the Company's share register, as required pursuant to the terms of Section 1(a), 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 Company shall
fail for any reason or for no reason to issue and deliver a certificate to the Holder and register such shares of Common Stock
on the Company's share register or credit the Holder's balance account with DTC, as required pursuant to the terms of Section 1(a)),
for the number of shares of Common Stock to which the Holder is entitled pursuant to the Company's obligation pursuant to clause
(ii) below, and if on or after such Trading Day 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 3(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.


 




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(d)          Cashless
Exercise. Notwithstanding anything contained herein to the contrary, 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
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.


 


For
purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, the Warrant Shares issued in a Cashless
Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.


 


(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.


 




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(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 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 (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of
9.99% as specified in such notice; provided that 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. 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.


 




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(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 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. 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.


 


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 Holder,
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.


 




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(b)          Adjustment
Upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the Issuance 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 Issuance 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)          [RESERVED]


 


(d)          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 Holder, so as to protect the rights
of the Holder; provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease
the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


(e)          Maximum
Eligibility Number. For the avoidance of doubt, all of the Warrant Share Number, whether or not the Warrant is exercisable
in full at the time of such adjustment by virtue of the Maximum Eligibility Number limitation or otherwise, shall be exercisable
at the Exercise Price in effect at the time of exercise as adjusted on or prior to such date pursuant to this Section 2.


 


(f)          Exercise
Floor Price. Unless and until such time as the Company obtains Shareholder Approval (as defined in the Securities Purchase
Agreement) as required by the rules and regulations of the Principal Market, no adjustment pursuant to Section 2 shall cause the
Exercise Price to be less than $0.71, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction (the "Exercise Floor Price"). For the avoidance of doubt, if an adjustment to the Exercise Price pursuant
to this Section 2 would cause the Exercise Price to be lower than the Exercise Floor Price but for the immediately preceding sentence,
then the Exercise Price shall be equal to the Exercise Floor Price. Upon the receipt of such Shareholder Approval, any adjustment
to the Exercise Price that would have been made pursuant to this Section 2, but for this Section 2(f), shall be made on the date
of such receipt.


 


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).


 




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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).


 




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(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 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 the Holder in exchange for the Warrant 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, 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).


 




    	- 9 -



     


    

 


(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 this Warrant is 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 this Warrant, the Required Reserve Amount to effect the exercise of this Warrant 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.


 




    	- 10 -



     


    

 


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 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.


 




    	- 11 -



     


    

 


8.            NOTICES.
Any notices, consents, 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 electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses, and e-mail addresses for such communications shall be:


 


If to the Company:


 


Real Goods Solar, Inc.


833 West South Boulder Road,


Louisville, CO 80027


	 	Telephone:	(303) 222-8541
	 	E-mail:	Paul.Anderson@rgsenergy.com
	 	Attention:	Paul Anderson, Chief Administrative Officer, General Counsel and Secretary


 


With a copy (for informational purposes only) to:


 


Brownstein Hyatt Farber Schreck, LLP


410 Seventeenth Street, Suite 2200


Denver, CO 80202


	 	Telephone:	(303) 223-1100
	 	E-mail:	RLundberg@BHFS.com
	 	Attention:	Rikard Lundberg


 


If to Holder:


 


Roth Capital Partners, LLC


888 San Clemente Drive


Newport Beach, CA 92660


	 	Telephone:	(949) 720-5750
	 	E-mail:	RStephenson@roth.com
	 	Attention:	Robert Stephenson


 


With a copy (for informational purposes only) to:


 


Pryor Cashman LLP


7 Times Square


New York, NY 10036


	 	Telephone:	(212) 326-0820
	 	E-mail:	ali.panjwani@pryorcashman.com
	 	Attention:	M. Ali Panjwani, Esq.


 




    	- 12 -



     


    

 


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, or (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 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.          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 8 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 the Holder 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.


 




    	- 13 -



     


    

 


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 an independent, outside accountant, selected by the
Holder and approved by the Company, 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, 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.


 


14.           TRANSFER;
LEGENDS.


 


(a)          Transfer.
This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the
Company. The Holder understands that: (i) this Warrant and the Warrant Shares have not been registered under the 1933 Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) the Holder shall have delivered to the Company an opinion of counsel selected by the Holder, in a generally acceptable form,
to the effect that this Warrant and the Warrant Shares to be sold, assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonable assurance that this Warrant
and the Warrant Shares, as applicable, can be sold, assigned or transferred pursuant to Rule 144 ("Rule 144") or Rule
144A ("Rule 144A") promulgated under the 1933 Act, as amended, (or a successor rule thereto); (ii) any sale of this Warrant
or any Warrant Shares made in reliance on Rule 144 or Rule 144A may be made only in accordance with the terms of Rule 144 or Rule
144A, as applicable, and further, if Rule 144 or Rule 144A is not available, any resale of this Warrant or any Warrant Shares under
circumstances in which the seller (or the Person) through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of
the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under
the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding
the foregoing, this Warrant and the Warrant Shares may be pledged in connection with a bona fide margin account or other loan or
financing arrangement secured by this Warrant and the Warrant Shares, as applicable, and such pledge of this Warrant and the Warrant
Shares shall not be deemed to be a transfer, sale or assignment of this Warrant and the Warrant Shares hereunder, and the Holder
effecting a pledge of this Warrant and the Warrant Shares shall not be required to provide the Company with any notice thereof
or otherwise make any delivery to the Company.


 




    	- 14 -



     


    

 


(b)          Legends.
Except for Warrant Shares sold pursuant to an effective registration statement or pursuant to Rule 144, the stock certificates
representing the Warrant Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order
may be placed against transfer of such stock certificates):


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER,
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


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).


 




    	- 15 -



     


    

 


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 (as defined in the Securities Purchase Agreement), 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.


 


(c)          "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.


 


(d)          "Bloomberg"
means Bloomberg Financial Markets.


 


(e)          "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.


 




    	- 16 -



     


    

 


(f)          "Closing
Bid Price" and "Closing Sale Price" means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, 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 bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, 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 closing bid price or last trade price, respectively, 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 closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, 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 Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, 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.


 


(g)          "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.


 


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


 


(i)          "Convertible
Notes" means the Company’s Senior Secured Convertible Notes, issued April 1, 2016 to the investors listed on the
Schedule of Buyers attached to the Securities Purchase Agreement.


 


(j)          "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.


 


(k)          "Expiration
Date" means April 1, 2021.


 




    	- 17 -



     


    

 


(l)          "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 Issuance 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.


 


(m)          "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.


 


(n)          "Master
Restricted Account" shall have the meaning attributed to such term in the Convertible Notes.


 




    	- 18 -



     


    

 


(o)          "Maximum
Eligibility Increase Factor" means a number of shares of Common Stock equal to the product of (i) the Warrant Share Number
and (ii) the Percentage Interest.


 


(p)          "Maximum
Eligibility Number" means initially SIXTY THREE THOUSAND FOUR HUNDRED EIGHTY EIGHT (63,488) and such number shall be increased
each time cash is released to the Company from one or more of the Master Restricted Accounts, by a number of shares of Common Stock
equal to the Maximum Eligibility Increase Factor.


 


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


 


(r)          "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 Holder, 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 Holder 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.


 


(s)          "Percentage
Interest" means a fraction, (i) the numerator of which is the aggregate cash amount being released by the Buyers (as defined
in the Securities Purchase Agreement) to the Company from the Master Restricted Accounts, and (ii) the denominator of which is
the aggregate Purchase Price (as defined in the Securities Purchase Agreement).


 


(t)          "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.


 


(u)          "Principal
Market" means The NASDAQ Capital Market.


 


(v)          "Registration
Rights Agreement" means that certain Registration Rights Agreement dated as of April 1, 2016 by and among the Company
and the Buyers.


 


(w)          "Required
Holders" means the holders of the SPA Warrants representing at least fifty-five percent (55%) of the shares of Common
Stock underlying the SPA Warrants then outstanding and shall include Hudson Bay Master Fund, Ltd. so long as Hudson Bay Master
Fund, Ltd. and/or any of its Affiliates collectively hold at least five percent (5%) of the SPA Warrants.


 


(x)          "Rule
144" means Rule 144 promulgated under the 1933 Act or any successor rule thereto.


 


(y)          "Securities
Purchase Agreement" means the Securities Purchase Agreement, dated as of April 1, 2016, by and among the Company and the
investors named on the Schedule of Buyers attached thereto.


 




    	- 19 -



     


    

 


(z)          "SPA
Warrants" means the Series G Warrants to purchase Common Stock issued pursuant to the Securities Purchase Agreement.


 


(aa)         "Subject
Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(bb)         "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.


 


(cc)         "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; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


[Signature Page Follows]


 




    	- 20 -



     


    

 


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:	Dennis Lacey
	 	Title:	 Chief Executive Officer


 




     


     


    

 


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 Warrant to purchase Common Stock No. WPA3-1 (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.


 


 ̈       Check
here if the shares of Common Stock to be issued in connection with this Exercise Notice are being sold contemporaneously herewith
by the Holder.


 


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)