Exhibit 4.1


 





 


REPRESENTATIVE WARRANT TO PURCHASE UNITS
CONSISTING OF SERIES A 12.5% MANDATORILY CONVERTIBLE PREFERRED STOCK AND SERIES H WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.: REP___


Number of Units: 140


Date of Issuance: September 14, 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 parnters, 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 hereof (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 Units (the "Warrant Units") equal to
140, each Warrant Unit consisting of (i) one share of Preferred Stock and (ii) a Series H Warrant. Except as otherwise defined
herein, capitalized terms in this Warrant (this "Warrant"), shall have the meanings set forth in Section 17. This
Warrant is one of the Representative Warrants to purchase Warrant Units (the "Representative Warrants") issued
pursuant to Section 4(c) of that certain Underwriting Agreement (the "Underwriting Agreement"), dated as of September
9, 2016 (the "Subscription Date"), by and among the Company and the underwriters named in Schedule I thereto (the
"Buyers"). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such
terms in the Underwriting 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 (as defined in Section 1(b)) multiplied by the number of Warrant Units 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 Units 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 Units. Execution
and delivery of an Exercise Notice for all of the then remaining Warrant Units shall have the same effect as cancellation of the
original of this Warrant after delivery of the Warrant Units 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
Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program,
credit such aggregate number of shares of Preferred Stock to which the Holder is entitled pursuant to such exercise to the Holder's
or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, and deliver the Series H Warrants
in physical form, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue
and dispatch by overnight courier to the address as specified in the Exercise Notice, certificates, registered in the Company's
share register in the name of the Holder or its designee, for the number of shares of Preferred Stock and Series H Warrants to
which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in
the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. 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 Preferred
Stock 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 Units with respect to which this Warrant has been exercised, irrespective of the date such underlying Preferred
Stock are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Preferred Stock and
Series H Warrants, 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 Units represented by this Warrant submitted for exercise is greater than the number of Warrant Units
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 Units issuable immediately prior to such exercise under this Warrant, less the number of Warrant Units with
respect to which this Warrant is exercised. No fractional Warrant Units (or shares of Preferred Stock or Series H Warrants) are
to be issued upon the exercise of this Warrant, but rather the number of Warrant Units 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 Units upon exercise of this Warrant. The Company's obligations to issue and deliver
Warrant Units 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.
For further clarity, if this Warrant is exercised after the Forced Conversion Date (as defined in the Certificate of Designation
of Preferences Rights and Limitations of the Preferred Stock), delivery of shares of Preferred Stock shall be made by means of
delivering the number of shares of Common Stock that would have been issued on the Forced Conversion Date upon forced conversion
of the number of shares of Preferred Stock so purchased upon exercise of this Warrant.


 


(b)          Exercise
Price. For purposes of this Warrant, "Exercise Price" means $1,000 per Unit, subject to adjustment as provided
herein.


 


(c)          Company's
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder on or
prior to the Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, certificates for the number of shares of Preferred Stock and Series H Warrants to which the Holder is entitled and register
such securities on the Company's applicable securities registers or if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program with respect to the Preferred Stock, to credit the Holder's balance account with DTC, for such number
of shares of Preferred Stock to which the Holder is entitled upon the Holder's exercise of this Warrant and to deliver a certificate
for the Series H Warrant, (II) if the Registration Statement (as defined in Section 1(d)) covering the issuance of all of the Warrant
Units and their underlying securities that are the subject of the Exercise Notice (the "Unavailable Warrant Units")
is not available for the issuance of such Unavailable Warrant Units and their underlying securities and the Company fails to promptly,
but in no event later than one (1) Trading Day thereafter, (x) so notify the Holder and (y) deliver the Preferred Stock electronically
without any restrictive legend by crediting such aggregate number of shares of Preferred Stock to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian
system (the event described in the immediately foregoing clause (II) is hereinafter referred as a "Notice Failure"
and together with the event described in clause (I) above, an "Exercise Failure") or (III) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, 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 Preferred Stock on the Company's share register or,
if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder's balance account
with DTC, as required pursuant to the terms of Section 1(a), for the number of shares of Preferred Stock to which the Holder is
entitled upon the Holder's exercise hereunder or pursuant to the Company's obligation pursuant to clause (ii) below, and, in each
such case above, deliver to the Holder a Series H Warrant certificate without any restrictive legend, 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 Preferred Stock (for clarity, if after the Forced Conversion Date (as defined in the Certificate of Designation of Preferences
Rights and Limitations of the Preferred Stock), shares of Common Stock will be delivered in lieu of shares of Preferred Stock upon
exercise of this Warrant, the Buy-In (as defined below) shall be interpreted to refer also to shares of Common Stock) H Warrants
to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Preferred Stock or Series H
Warrants equal to or any portion of the number of shares of Preferred Stock or Series H Warrants 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 Preferred Stock or Series H Warrants so purchased (the "Buy-In Price"),
at which point the Company's obligation to deliver such certificate (and to issue such shares of Preferred Stock or Series H Warrants
underlying such Warrant Units) or credit such Holder's balance account with DTC for such shares of Preferred Stock and to deliver
a certificate for the Series H Warrant shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such shares of Preferred Stock or Series H Warrants 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 Preferred Stock or Series H Warrants, as applicable, 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 1(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 Warrant Units, Preferred Stock
or Series H Warrants (or to electronically deliver such shares of Preferred Stock) upon the exercise of this Warrant as required
pursuant to the terms hereof.


 


(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 Warrant Units 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 Warrant Units 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
Conversion Price (as defined in the Certificate of Designation of Preferences Rights and Limitations of the Preferred Stock) then
in effect for the Preferred Stock at the time of such exercise.


 


D= the
Closing Sale Price of the Common Stock on the date of the Exercise Notice.


 


If Warrant Units are
issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Units and the underlying shares of Preferred Stock and Series H Warrants shall take on the registered characteristics of the Warrants
being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Units.
The Company agrees not to take any position contrary to this Section 1(d).


 


(e)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Units, the
Company shall promptly issue to the Holder the number of Warrant Units that are not disputed and resolve such dispute in accordance
with Section 12.


 


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 4.99% (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 conversion of the Preferred Stock and exercise of the Series H Warrants 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 Units to be purchased
pursuant to such Exercise Notice (the number of Warrant Units by which such purchase is reduced, the "Reduction Units")
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Units. 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 Warrant Units 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 Warrant Units so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership
exceeds the Maximum Percentage (the "Excess Units") shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to convert, exercise or to transfer the shares of Preferred Stock or Series H Warrants
underlying the Excess Units. As soon as reasonably practicable after the issuance of the Excess Units has been deemed null and
void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Units. Upon delivery of a written
notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not
in excess of 9.99% as specified in such notice; provided that (i) 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 and (ii) any such increase or decrease
will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution
Party of the Holder. For purposes of clarity, the Warrant Units 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.


 


2.             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 and conversion of the Preferred Stock and exercise of the Series H Warrants (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).


 


		3.	PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.



 


(a)          Purchase
Rights. 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 and conversion of the Preferred Stock and exercise of the Series H Warrants (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).


 


(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 each holder of the Representative Warrants in exchange for such Representative Warrants 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 underlying the Preferred Stock
and Series H Warrants 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 and conversion
of the Preferred Stock and exercise of the Series H Warrants (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 and conversion of the Preferred Stock and exercise of the Series H Warrants (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, and the resulting shares of Preferred Stock and Series H Warrants converted and 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, Warrant Units, Successor Capital Stock or, in lieu of Warrant Units 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 Warrant Units, 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, Warrant Unit or Successor Capital Stock or, if so elected by the Holder,
in lieu of Warrant Units (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 2 and 3(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, and the resulting shares of Preferred Stock
and Series H Warrants converted and 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), provided, however, that any such waiver shall only bind the Holder with respect
to this Warrant and not the Holder with respect to any other warrant or other securities of the Company or any holder of other
Representative Warrants.


 


4.             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 Preferred 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 Preferred Stock and Series H Warrants upon the exercise of this Warrant, and (iii) shall, so long as any
of the Representative Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and
unissued shares of Preferred Stock and Common Stock, solely for the purpose of effecting the exercise of the Representative Warrants,
to effect the exercise of the Representative Warrants then outstanding and conversion of the Preferred Stock and exercise of the
Series H Warrants underlying the Representative Warrants (without regard to any limitations on exercise).


 


5.             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 shares of capital stock which such Person is then entitled to receive upon the due exercise of this Warrant or
any resulting securities. 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.


 




    	 	 	 



     


    

 





 


		6.	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 Units being transferred by the Holder and, if less
than the total number of Warrant Units 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 Units not being transferred. For a period of six months
after the issuance date of this Warrant (which shall not be earlier than the closing date of the offering pursuant to which this
Warrant is being issued), neither this Warrant nor any Warrant Units issuable upon exercise of this Warrant, or Preferred Stock
or Series H Warrants or Common Stock issuable upon conversion of the Preferred Stock or exercise of the Series H Warrants, shall
be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except
the transfer of any security:


 


(i) by operation of law or by reason of
reorganization of the Company;


 


(ii) to any FINRA member firm participating
in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction
in this Section 10 for the remainder of the time period;


 


(iii) if the aggregate amount of securities
of the Company held by the Holder or related person do not exceed 1% of the securities being offered;


 


(iv) that is beneficially owned on a pro-rata
basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments
by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or


 


(v) the exercise or conversion of any security,
if all securities received remain subject to the lock-up restriction in this Section 10 for the remainder of the time period


 


(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 Units 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 Units then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Units as is designated by the Holder at the time of such surrender; provided, however, that no Representative
Warrants for fractional Warrant Units 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 Units 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 Units designated by the Holder which, when added to the number of Warrant Units underlying the other
new warrants issued in connection with such issuance, does not exceed the number of Warrant Units 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.


 


7.             NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, with respect to a notice to the Company
or to a Holder that is a party to the Underwriting Agreement, such notice shall be given in accordance with Section 11 of the Underwriting
Agreement, and, with


 




    	 	 	 



     


    

 





 


respect to a notice to a Holder that is not
a party to the Underwriting Agreement, such notice shall be given in the manner set forth in and pursuant to the terms of Section
11 of the Underwriting Agreement to Holder’s address, facsimile number or e-mail address in the Company’s records.
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 and (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.


 


8.             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 Required Holders.


 


9.             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 11 of the Underwriting Agreement 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.


 


10.           CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers 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.


 


11.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Units, 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 Units 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 Units to the Company's independent, outside accountant, approved
by the Holder, 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.


 


12.           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.


 


13.           TRANSFER.         Except
as provide in Section 7, this Warrant and the Warrant Units may be offered for sale, sold, transferred, pledged or assigned without
the consent of the Company.


 


14.           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.           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, 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.


 


16.           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.


 


(a)          "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.


 


(b)          "Bloomberg"
means Bloomberg Financial Markets.


 


(c)          "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.


 


(d)          "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.


 


(e)          "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.


 


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


 


(g)          "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.


 


(h)          ""Expiration
Date" means the date that is sixty (60) months after September 8, 2016 (the “Effectiveness Date”).


 


(i)          "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 Subscription 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.


 


(j)          "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.


 


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


 


(l)          "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 Required Holders, 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 Required Holders 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.


 


(m)          "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.


 


(n)          “Preferred
Stock” means the Company’s Series A 12.5% Mandatorily Convertible Preferred Stock.


 


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


 


(p)          "Required
Holders" means the holders of the Representative Warrants representing at least a majority of the shares of Common Stock
underlying the Representative Warrants then outstanding.


 


(q)          
“Series H Warrant” means the Company’s Series H Warrant to purchase Common Stock.


 




    	 	 	 



     


    

 





 


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


 


(s)          "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.


 


(t)          "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).


 


(u)          "Weighted
Average Price" means, for any security as of any date, the dollar volume-weighted average price for such security on the
Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its "Volume at Price" function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the 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 Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price 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 with the term "Weighted Average Price" being
substituted for the term "Exercise Price." All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Units to be duly executed as of the Issuance Date set out above.


 


	 	REAL GOODS SOLAR, INC.
	 	 	 
	 	By:	/s/ Alan Fine
	 	Name:	    Alan Fine
	 	Title:	    Principal Financial Officer


 




    	 	 	 



     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE UNITS


 


REAL GOODS SOLAR, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the Units (the "Warrant Units"), of Real Goods Solar,
Inc., a Colorado corporation (the "Company"), evidenced by the attached Warrant to purchase Units No. REP___ (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 Units; or


 


                               ____________    a
"Cashless Exercise" with respect to _______________ Warrant Units.


 


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 Units 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
Units. The Company shall deliver to the holder __________ Warrant Units in accordance with the terms of the Warrant.


 


Please issue the Preferred Stock 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)	 


 


And deliver the Series
H Warrants to:


 


Address:


 


Attention: