EX-10.3



 Exhibit 10.3 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement (this “Agreement”) is entered into as of June 6, 2014 by and among
SILICON VALLEY BANK (“Bank”) and MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. - MERCURY SOLAR, a New York corporation (“Mercury Solar”) and
ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (Elemental”) and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric”, and together with Mercury, Mercury Solar and Elemental,
individually and collectively, jointly and severally, the “Grantor”). 
 RECITALS 

A. Bank has agreed to continue to make certain advances of money and to extend certain financial accommodations to, among others, Grantor (the
“Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement, dated as of December 19, 2011, as amended by a certain First Loan Modification Agreement, dated as of August 28, 2012, as further
amended by a certain Second Loan Modification and Reinstatement Agreement, dated as of November 13, 2012, as further amended by a certain Third Loan Modification Agreement, dated as of March 27, 2013, as further amended by a certain
Joinder and Fourth Loan Modification Agreement, dated as of September 26, 2013, as further amended by a certain Fifth Loan Modification Agreement, dated as of November 5, 2013 and as further amended by a certain Joinder and Sixth Loan
Modification Agreement, dated as of the date hereof (as the same may be further amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement).
Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the
obligations of Grantor under the Loan Agreement. 
 B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security
interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral
security for the prompt and complete payment when due of its obligations under the Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as follows: 

AGREEMENT 
 To secure its
obligations under the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively be called the
“Intellectual Property Collateral”), including, without limitation, the following: 
 1. Any and all copyright rights,
copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing,
created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the “Copyrights”); 

2. Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or
hereafter existing, created, acquired or held; 







 3. Any and all design rights that may be available to Grantor now or hereafter existing, created,
acquired or held; 
 4. All patents, patent applications and like protections including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”); 

5. Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”).
Bank acknowledges that Mercury and Mercury Solar have advised Bank that they may stop maintaining those Trademarks that, as of the date of this Agreement, are set forth on Exhibit C. Mercury and Mercury Solar represent and warrant to Bank
that such Trademarks are not material to the operation of such entity’s business; 
 6. All mask works or similar rights available for
the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 

7. Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but
not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above; 

8. All licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising
from such use to the extent permitted by such license or rights; 
 9. All amendments, extensions, renewals and extensions of any of the
Copyrights, Trademarks, Patents, or Mask Works; and 
 10. All proceeds and products of the foregoing, including without limitation all
payments under insurance or any indemnity or warranty payable in respect of any of the foregoing. 
 This security interest is granted in
conjunction with the security interest granted to Bank under the Loan Agreement. The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan
Documents, and those which are now or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in
equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Bank of any one or more of the rights, powers or remedies provided for in this Agreement, the Loan Agreement
or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies. 

[Signature page follows.] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be
duly executed by its officers thereunto duly authorized as of the first date written above. 
  

									
		 		 		 	GRANTOR:
				
	Address of Grantor:	 		 		 	
				
	 c/o Real Goods Energy Tech, Inc.

833 West South Boulder Road
 Louisville, CO 80027

Attention: Tony Dipaolo
 FAX: (303) 223-8375

E-mail: Tony.Dipaolo@rgsenergy.com
	 		 		 	
			
	MERCURY ENERGY, INC.	 		 	ELEMENTAL ENERGY, LLC
					
	By:	 	 /s/ Anthony DiPaolo
	 		 	By:	 	 /s/ Anthony DiPaolo

	Name:	 	Anthony M. Dipaolo	 		 	Name:	 	Anthony M. Dipaolo
	Title:	 	Chief Financial Officer	 		 	Title:	 	Chief Financial Officer
			
	REAL GOODS SOLAR, INC. – MERCURY SOLAR	 		 	SUNETRIC MANAGEMENT LLC
					
	By:	 	 /s/ Anthony DiPaolo
	 		 	By:	 	 /s/ Anthony DiPaolo

	Name:	 	Anthony M. Dipaolo	 		 	Name:	 	Anthony M. Dipaolo
	Title:	 	Chief Financial Officer	 		 	Title:	 	Chief Financial Officer
				
		 		 		 	BANK:
			
	Address of Bank:	 		 	SILICON VALLEY BANK
				
	Silicon Valley Bank	 		 	By:	 	 /s/ Elisa Sun

	2400 Hanover Street	 		 	Name:	 	 Elisa Sun

	Palo Alto, CA 94304	 		 	Title:	 	 Vice President

	Attn: Ms. Elisa Sun	 		 		 	
	Fax: (650) 856-7879	 		 		 	
	Email: esun@svb.com	 		 		 	








 EXHIBIT A 

Copyrights 
 None 







 EXHIBIT B 

Patents 
 None 







 EXHIBIT C 

Trademarks 
  

									
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date
	  	 Registrant
	  	 Liens Recorded in the

U.S. Trademark Office

	GET CLOSER TO THE SUN	  	 3461927/

77331503
	  	 7/8/08;

11/16/07
	  	Mercury Solar Systems, Inc.	  	
	MERCURY SOLAR SYSTEMS AND Design	  	 3634401/

77575533
	  	 6/9/09;

9/22/08
	  	Mercury Solar Systems, Inc.	  	
	MERCURY SOLAR SYSTEMS	  	 3438873/

77061603
	  	 6/3/08;

12/11/06
	  	Mercury Solar Systems, Inc.	  	
					
	ELEMENTAL	  		  		  	Elemental Energy, LLC	  	
					
	SUNTECH	  		  		  	Elemental Energy, LLC	  	








 EXHIBIT D 

Mask Works 
 None