Exhibit 10.2


 


[Form 1]





 


April 2, 2019


 


 


[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 April 2, 2019, by and among the Company and the certain purchasers
signatory thereto (the “SPA”) and (b) the registration statement on Form S-3 (File No. 333-215985)
(“Registration Statement”), pursuant to which the Holder acquired (i) shares of Common Stock
(“Shares”), (ii) Series R Warrants, and, if applicable, (iii) Series S Warrants (the Series R Warrants and
the Series S Warrants, collectively, the “Holder Warrants”). Capitalized terms not defined herein shall
have the meaning as set forth in the SPA.


 


The Holder agrees solely
with the Company that from the date that both the undersigned executes the SPA and the Company or its agent has notified the Holder
that each other Purchaser under the SPA executes an agreement (collectively, the “Other Leak-Out Agreements”)
regarding such Purchaser’s trading with terms that are no less restrictive than the terms contained herein (such date, the
“Effective Date”) and ending at 4:00 pm (New York City time) on May 1, 2019 (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 of Common Stock, or shares of Common Stock underlying
any Common Stock Equivalents, held by the Holder on the date hereof or otherwise acquired by the Holder following the Effective
Date, including the Shares and the Warrant Shares issuable upon exercise of the Holder Warrants in an amount more than ___%[1]
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 $0.24 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events occurring after the date hereof).


 





 






1
Pro rata portion of 30% among investors executing Leak-Out Agreements, based on Subscription Amount.


 






     


     


    

 


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 or the Warrant Shares underlying the Holder Warrants (the “Restricted Securities”) to any Person
(an “Assignee”) in a transaction which does not need to be reported on the OTCQB consolidated tape (or equivalent
thereof), 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 Leak-Out 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”), and the Holder shall not be responsible in any way for the performance
of the obligations of any Other Holder. 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.


 


[The remainder of the page is intentionally
left blank]


 




     


     


    

 


Sincerely,


 


REAL GOODS SOLAR, INC.


 


 


By: _____________________


 Name:


 Title:


 


Agreed to and Acknowledged:


 


“HOLDER”


 


_____________________________ 


 


 


 


By:  ____________________


Name:


Title:








 


 


[Signature Page to RGSE Leakout]




 






     


     


    

 





[Form 2]


 


April 2, 2019


 


 


[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 April 2, 2019, by and among the Company and the certain purchasers signatory
thereto (the “SPA”) and (b) the registration statement on Form S-3 (File No. 333-215985) (“Registration
Statement”), pursuant to which the Holder acquired (i) shares of Common Stock (“Shares”), (ii) Series
R Warrants, and, if applicable, (iii) Series S Warrants (the Series R Warrants and the Series S Warrants, collectively, the “Holder
Warrants”). Capitalized terms not defined herein shall have the meaning as set forth in the SPA.


 


The Holder agrees solely
with the Company that from the date that the undersigned executes the SPA (such date, the “Effective Date”) and ending
at 4:00 pm (New York City time) on May 1, 2019 (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 of Common Stock, or shares of Common Stock underlying any Common Stock Equivalents, held by
the Holder on the date hereof or otherwise acquired by the Holder following the Effective Date, including the Shares and the Warrant
Shares issuable upon exercise of the Holder Warrants in an amount more than ___% (“Leak-Out Percentage”) 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 $0.24 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events occurring after the date hereof).


 






     


     


    

 


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 or the Warrant Shares underlying the Holder Warrants (the “Restricted Securities”) to any Person
(an “Assignee”) in a transaction which does not need to be reported on the OTCQB consolidated tape (or equivalent
thereof), 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”), provided that the Leak-Out Percentage as to such Assignee and the Leak-Out Percentage
of the assignor shall be proportionally adjusted based on the original Leak-Out Percentage of the Holder.


 


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 and shall not be for the benefit of, or be enforceable by, any other person or entity.


 


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 Leak-Out 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 Company 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 the Company 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.


 






     


     


    

 


Without implication
that the contrary would otherwise be true, the Company acknowledges and agrees that this Leak-Out Agreement is a separate agreement
that is solely between the Company and the undersigned and not between or among any other person or entity.


 


[The remainder of the page is intentionally
left blank]


 




     


     


    

 





Sincerely,


 


REAL GOODS SOLAR, INC.


 


 


By: _____________________


 Name:


 Title:


 


Agreed to and Acknowledged:


 


“HOLDER”


 


_____________________________ 


 


 


 


By:  ____________________


Name:


Title:








 


[Signature Page to RGSE Leakout]