EXHIBIT 10.3




 


EXCHANGE AGREEMENT


 


This EXCHANGE AGREEMENT
(the “Agreement”), dated as of June 25, 2015, is made by and among Real Goods Solar, Inc., a Colorado corporation,
with headquarters located at 833 West South Boulder Road, Louisville, CO 80027 (the “Company”), and the
Company investor listed on the signature page attached hereto (the “Holder”). Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined
below).


 


Pursuant to that certain
Securities Purchase Agreement (“Securities Purchase Agreement”) dated as of February 23, 2015, by and
among the Company, the Holder and certain other investors party thereto (the “Other Holders” and together with
the Holder, the “Holders”), the Company sold to the Holders (i) shares (the “Common Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and (ii) among
other warrants issued pursuant to the Securities Purchase Agreement, the Series A warrants in substantially the form attached as
Exhibit A to the Securities Purchase Agreement (the “Series A Warrants”) and the Series C warrants in
substantially the form attached as Exhibit A to the Securities Purchase Agreement (the “Series C Warrants”
and together with the Series A Warrants, the “Warrants”), in each case, representing the right to acquire additional
shares of Common Stock (the Series A Warrants as exercised, collectively, the “Series A Warrant Shares”
and the Series C Warrants as exercised, collectively, the “Series C Warrant Shares” and together with
the Series A Warrant Shares, the “Warrant Shares”).


 


The Company and the Holder
desire to exchange all of the Warrants held by the Holders for shares of Common Stock (the “Exchange Shares”)
pursuant to the terms hereof in a transaction undertaken in reliance upon the exemption from registration provided by Section 3(a)(9)
of the Securities Act of 1933, as amended (the “1933 Act”).


 


The Company is negotiating,
and intends to implement, the exchange of certain other Warrants issued pursuant to the Securities Purchase Agreement that are
currently outstanding by entering into agreements (the “Other Agreements”) in the same form as this Agreement.


 


NOW THEREFORE, in
consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


		1.	ISSUANCE OF EXCHANGE SHARES.




 


Subject to the satisfaction
(or waiver) of the conditions set forth in Sections 4 and 5 below, the Company and the Holder hereby agree that on the Closing
Date (as defined in Section 2(a)), all the Warrants held by the Holder shall be exchanged for the right to receive from time to
time pursuant to the terms of this Agreement up to a number of Exchange Shares set forth on the Holder’s signature page attached
hereto. On the Closing Date, the Warrants held by the Holder will be deemed cancelled and all rights of the Holder thereunder will
terminate. The Holder shall return the original Warrant to the Company as soon as reasonably practicable after the Closing Date.


 






    	1



    	 



    




 


		2.	CLOSING; EXCHANGES; RATIFICATIONS; CONFLICTS.



 


(a)          Closing. The
date and time of the closing (the “Closing”) of the transactions specified in Section 1 above (the “Closing
Date”) shall be 10:00 a.m., New York City Time, on June 30, 2015 (or such other date and time as is mutually agreed to
by the Company and the Holder), subject to the notification of satisfaction (or waiver) of the conditions to Closing set forth
in Sections 4 and 5 hereof. The Closing shall occur at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York,
New York 10022 and may be undertaken remotely by electronic exchange of documentation.


 


(b)          Exchanges.


 


(i)          Mechanics
of Exchange. Subject to the limitations set forth in Section 2(b)(vi), the Holder may at any time or times on or after the
Closing Date deliver to the Company and the Transfer Agent a written notice in the form attached hereto as Exhibit A (an
“Exchange Notice”) of the Holder’s election to receive all or any portion of the Exchange Shares set forth
on the Holder’s signature page attached hereto. Execution and delivery of an Exchange Notice with respect to less than all
of the Exchange Shares set forth on the Holder’s signature page attached hereto shall have the effect of lowering the number
of Exchange Shares still available to the Holder under this Agreement, if any, by the number of Exchange Shares set forth on such
Exchange Notice. On or before the first (1st) Trading Day following the date on which the Company has received an Exchange
Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exchange 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 an Exchange Notice (a “Share Delivery Date”), the Company shall credit
such aggregate number of Exchange Shares to which the Holder is entitled pursuant to such Exchange Notice to the Holder’s
or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit / Withdrawal
At Custodian system. 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 Exchange Shares via DTC, if any. Upon delivery of an Exchange Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Exchange Shares with respect to which the Exchange Notice
has been delivered, irrespective of the date such Exchange Shares are credited to the Holder’s DTC account. 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 Exchange Shares upon delivery of an Exchange Notice. The Company’s obligations to issue and deliver Exchange Shares in
accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction
by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. As used herein,
“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).


 






    	2



    	 



    

 


(ii)           [Intentionally
omitted.]


 


(iii)        Company’s
Failure to Timely Deliver Securities. If the Company shall fail on or prior to the applicable Share Delivery Date, for any
reason or for no reason, to credit the Holder’s or its designee’s balance account with DTC for such number of shares
of Common Stock to which the Holder is entitled pursuant to the applicable Exchange Notice (an “Exchange Failure”)
or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after
such Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of
shares of Common Stock equal to or any portion of the number of shares of Common Stock issuable upon such exchange that the Holder
anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the
Holder, the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to credit the Holder’s or its designee’s balance account with DTC for
such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to credit such Holder’s or its designee’s
balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing
as in effect at any time during the period beginning on the date of the applicable Exchange Notice and ending on the date of such
issuance and payment under this Section 1(b)(iii). In addition to the foregoing, if an Exchange Failure occurs and continues for
five (5) consecutive Trading Days, the Company shall within three (3) Trading Days after the Holder’s request and in the
Holder’s discretion, deliver a warrant in substantially the form of the Warrants to purchase a number of shares of Common
Stock equal to the number of Exchange Shares to which the Holder is entitled pursuant to the applicable Exchange Notice, with an
exercise price equal to the par value of the Common Stock and exercisable immediately for a term of up to sixty (60) months and
using at any time during such period, at the election of the Holder, the cashless feature of such Warrants. 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 electronically
deliver such shares of Common Stock upon the delivery of an Exchange Notice pursuant to the terms hereof.


 






    	3



    	 



    

 


(iv)        Certain
Adjustments. 


 


(1) Adjustment
Upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the date of this Agreement
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the number of Exchange Shares will be proportionately increased. If the Company at
any time on or after the date of this Agreement combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the number of Exchange Shares will be proportionately
decreased. Any adjustment under this Section 1(b)(iv) shall become effective at the close of business on the date the subdivision
or combination becomes effective.


 


(2)Purchase
Rights. If the Company shall grant, issue or sell any Options, Convertible Securities (each as defined in the Securities Purchase
Agreement) 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”), at any time after the date hereof and prior to the date of issuance of all Exchange
Shares which the Company is obligated to issue under this Agreement, then, in each case, the Holder shall be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights, with respect to each unissued Exchange Share,
to the same extent that the Holder would have participated therein with respect to each such Exchange Share if the Holder had held
such unissued Exchange Shares (without taking into account any limitations or restrictions on the issuance of Exchange shares,
including without limitation, the Maximum Percentage (as defined in Section 2(b)(vi)) 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 (as defined in Section 2(b)(vi)) 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).


 






    	4



    	 



    




 


(3)Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2(b)(iv) but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the number of
Exchange Shares, as mutually determined by the Company’s Board of Directors and the Holder, so as to protect the rights of
the Holder; provided that no such adjustment pursuant to this Section 2(b)(iv) will decrease the number of Exchange Shares as otherwise
determined pursuant to this Section 2(b)(iv).


 


(4)Pro
Rata Distributions. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire
its assets) to any or all holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
date hereof and prior to the date of issuance of all Exchange Shares which the Company is obligated to issue under this Agreement
then, in each such case, the Holder shall be entitled to participate in such Distribution, with respect to each unissued Exchange
Share, to the same extent that the Holder would have participated therein with respect to each such Exchange Share if the Holder
had held such unissued Exchange Shares (without taking into account any limitations or restrictions on the issuance of Exchange
Shares, 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, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).


 






    	5



    	 



    

 


(5)Fundamental
Transaction. If, at any time after the date hereof and until the date any Exchange Shares may be issued hereunder, a Fundamental
Transaction occurs or is consummated, the Company shall cause any Successor Entity (as defined in the Warrants) to assume in writing
all of the obligations of the Company under this Agreement in accordance with the provisions of this Section 2(b)(iv)(5) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder, such approval not
to be unreasonably withheld or delayed, prior to such Fundamental Transaction, such that for each Exchange Share otherwise issuable
under this Agreement not issued prior to the date of the occurrence or consummation of such Fundamental Transaction, the Holder
shall be entitled to receive a corresponding number of shares of capital stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation (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 being for the purpose of protecting the economic value of the Exchange Shares immediately prior to the occurrence or consummation
of such Fundamental Transaction) (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 any additional consideration (the “Alternate Consideration”) receivable as a result of
such Fundamental Transaction by a holder of shares of Common Stock immediately prior to such Fundamental Transaction.  If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon the issuance of Exchange Shares
following 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 Agreement (so that from and after the date
of such Fundamental Transaction, and the provisions of this Agreement 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 Agreement 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 Agreement. The Company shall
provide the Holder with written notice, including a summary of material terms, of any Fundamental Transaction described in the
preceding sentence no less than fifteen (15) days prior to the occurrence or consummation such Fundamental Transaction, provided
that if the Company does not have knowledge of such Fundamental Transaction or material terms thereof at least fifteen (15) days
prior to the occurrence or consummation of such Fundamental Transaction, the Company shall provide written notice, including a
summary of material terms, within two (2) Trading Days of having such knowledge.  


 


(6)Calculations.
All calculations under this Section 2(b) shall be made to the nearest cent or the nearest 1/100th of a share. For purposes of this
Section 2(b), the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 






    	6



    	 



    

 


(7)Notice
to the Holder.


 


(A) Adjustment
to Number of Exchange Shares. Whenever there is an adjustment pursuant to any provision of Section 2(b)(iv), the Company
shall promptly notify the Holder by providing a notice setting forth the adjustment to
the number of Exchange Shares and setting forth a brief statement of the facts requiring such adjustment.  


 


(B) Notice of
Certain Events. If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of
the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company
shall be required in connection with any Fundamental Transaction whereby the Common Stock are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Company, in each case until the date any Exchange Shares may be issued hereunder, then, in each case, the Company
shall notify the Holder at its last address, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such Fundamental Transaction is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such Fundamental Transaction; provided that the failure to mail such
notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice.  To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a
Current Report on Form 8-K.


 



    	7



    	 



    




  


(v)         Dispute
Resolution.  In the case of a dispute as to the determination of the number of Exchange Shares issuable hereunder
and/or the amount of cash payable hereunder, the Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two (2) Business Days of event 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 number of shares of Common Stock issauble
within three (3) Business Days of 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 number of Exchange Shares
and/or the amount of cash 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 number of Exchange Shares
and/or the amount of cash to the Company’s independent, outside accountant.  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. As used herein, “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.


 






    	8



    	 



    

 


(vi)        Beneficial
Ownership Limitation on Exchanges. Notwithstanding anything to the contrary contained herein, the Company shall not effect
any exchange as set forth in Section 2(b)(i) hereof, and the Holder shall not have the right to deliver an Exchange Notice to the
Company pursuant to this Agreement and any such exchange shall be null and void and treated as if never made, to the extent that
after giving effect to such exchange, the Holder together with the other Attribution Parties collectively would beneficially own
in excess of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately
after giving effect to such exchange. 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 pursuant to this Agreement 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) exchange
of the remaining, unexercised portion of the Exchange Shares pursuant to this Agreement and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company 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 2(b)(vi). For purposes of this
Section 2(b)(vi), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes hereof,
in determining the number of outstanding shares of Common Stock the Holder may acquire pursuant to this Agreement 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
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 Exchange 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 Exchange Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 2(b)(vi), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Exchange Shares to be purchased pursuant to such Exchange Notice. 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 or exchange pursuant to this
Agreement 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 Exchange Shares results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery
of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of
9.99% as specified in such notice; provided that (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 shareholder of the Company that is not an Attribution
Party of the Holder. For purposes of clarity, the Exchange Shares issuable pursuant to the terms of this Agreement 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 2(b)(vi) 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
2(b)(vi) 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 of the Holder. As used herein, (x) “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, (y) “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 and (z) ) “Affiliate”
has the meaning set forth in Rule 405 under the 1933 Act.


 






    	9



    	 



    

 


(c)          Ratifications.
Except as otherwise expressly provided herein, the Securities Purchase Agreement and each other Transaction Document, are, and
shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the
Closing Date (i) all references in the Securities Purchase Agreement to “this Agreement”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Securities Purchase
Agreement as amended by this Agreement, and (ii) all references in the other Transaction Documents and to the “Securities
Purchase Agreement” (and corollary references to “thereto”, “thereof”, “thereunder” or
words of like import referring to the Securities Purchase Agreement) shall mean the Securities Purchase Agreement as amended by
this Agreement.


 


(d)          Conflicts.
To the extent of any inconsistencies in interpretation between the terms of this Agreement and the terms of the Transaction Documents
as originally entered into between the Company and the Holder on or about February 23, 2015, the terms of this Agreement shall
govern.


 


		3.	REPRESENTATIONS, WARRANTIES, AGREEMENTS AND
COVENANTS.



 


(a)         Holder Representations,
Warranties and Covenants. The Holder hereby represents, warrants and covenants, as applicable, to the Company that:


 


(i)          Organization;
Authorization; Enforcement; Validity. The Holder is an entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. The Holder has the power and authority to execute and deliver this Agreement and
perform its obligations hereunder and this Agreement and the transactions contemplated hereby have been duly authorized by the
Holder. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute
the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such
enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 


(ii)         No Conflicts.
The execution, delivery and performance by the Holder of this Agreement and the consummation by the Holder of the transactions
contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is
a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws) applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the
Holder to perform its obligations hereunder.


 






    	10



    	 



    

 


(iii)        Title to Warrant.
The Holder is the beneficial owner and sole legal owner of, and has good and valid title to, the Warrants, free and clear of any
mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim
thereto other than encumbrances by one or more brokers of the Holder, which shall terminate upon the Closing, and encumbrances
under federal or state securities laws (“Claims”). The Holder has not, in whole or in part, (i) assigned, transferred,
hypothecated, pledged or otherwise disposed of the Warrant or its rights in the Warrant, or (ii) given any person or entity
any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Warrant. Good and valid title
to the Warrant, free and clear of any Claims, will pass to the Company upon consummation of the transaction contemplated hereby.


 


(b)          Company Representations,
Warranties and Covenants. The Company hereby represents, agrees, warrants and covenants, as applicable, to and with the Holder
that:


 


(i)          Organization
and Qualification. Each of the Company and its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own
their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified
as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or
be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, operations, results of operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries, individually or taken as a whole, (ii) the
transactions contemplated hereby, or (iii) the authority or the ability of the Company to perform its obligations under this Agreement
or to consummate any transactions contemplated by this Agreement.


 


(ii)          Solvency.
Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does
the Company have knowledge that its creditors or its Subsidiaries’ creditors intend to initiate involuntary bankruptcy proceedings
or knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on
a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby will not be,
Insolvent.


 


(iii)        Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and to issue the Exchange Shares from time to time in accordance with the terms hereof. The execution and
delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including,
without limitation, the issuance of the Exchange Shares from time to time have been duly authorized by the Company’s Board
of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders.
This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 






    	11



    	 



    

 


(iv)        Issuance of
Securities. The issuance of the Exchange Shares is duly authorized and, upon issuance in accordance with the terms hereof,
the Exchange Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes,
liens and charges and other encumbrances with respect to the issue thereof and the Exchange Shares shall be fully paid and nonassessable
with the holder thereof being entitled to all rights accorded to a holder of Common Stock. The offer and issuance by the Company
of the Exchange Shares in conformity with this Agreement constitute transactions exempt from registration under the 1933 Act pursuant
to Section 3(a)(9) of the 1933 Act.


 


(v)         No Conflicts.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby (including, without limitation, the reservation for issuance and issuance of the Exchange Shares) will not
(i) result in a violation of the Company’s Articles of Incorporation or Bylaws or other organizational documents of the Company
or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws
of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities
laws and regulations and the rules and regulations of Principal Market and including all applicable foreign, federal and state
laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected.


 


(vi)        Consents.
The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations under or contemplated by this Agreement, in each case, in accordance with the terms hereof. All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the Closing Date, and the Company is unaware of any facts or circumstances which
might prevent the Company from obtaining or effecting any of such registrations, applications or filings. The Company is not in
violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which would reasonably
lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Exchange Shares
shall not have the effect of delisting or suspending the Common Stock from the Principal Market.


 






    	12



    	 



    

 


(vii)        Absence of
Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the
Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their
capacities as such, which has not been previously disclosed in an SEC Document (as defined in Section 3(b)(ix)) or would reasonably
be expected to result in a Material Adverse Effect.


 


(viii)      Other Agreements.
The Company will not provide any Other Holder with a more favorable exchange ratio than is provided to the Holder hereunder or
offer any consideration (other than the reimbursement of legal fees) to any Other Holder without offering the same consideration
to the Holder.


 


(ix)         SEC Filings.
As of their respective filing dates, the Company’s filings with the SEC under the 1934 Act since February 23, 2015 (the “SEC
Documents”), complied in all material respects with the requirements of the Exchange Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 The Company represents that, as of the date hereof, no material event or circumstance has occurred which would be required
to be publicly disclosed or announced on a Current Report on Form 8-K, either as of the date hereof or solely with the passage
of time by the Company but which has not been so publicly announced or disclosed.


 


(x)           Disclosure of
Transactions and Other Material Information. The Company shall file a current report on Form 8-K (the “8-K Filing”)
on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, in the form required
by the 1934 Act, relating to the transactions contemplated by this Agreement and attaching this Agreement or a form hereof (including,
without limitation, all schedules and exhibits to this Agreement) as an exhibit to such filing. From and after the filing of the
8-K Filing with the SEC, the Holder shall not be in possession of any material, nonpublic information received from the Company,
any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, that is not disclosed
in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Holder or any of its
Affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each
of their respective officers, directors, Affiliates, employees and agents, not to, provide the Holder with any material, nonpublic
information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent
of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates,
employees or agents delivers any material, non-public information to the Holder without the Holder’s consent, the Company
hereby covenants and agrees that the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of,
such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations
in effecting transactions in securities of the Company.


 






    	13



    	 



    

 


(xi)         Holding Period.
The Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, the Exchange Shares shall take on
the registered characteristics of the Warrants with respect to which such Exchange Shares are being issued, and the holding period
of such Warrants may be tacked on to the holding period of the Exchange Shares. The Company agrees not to take any position contrary
to this Section 3(b)(ix) for purposes of Section 3(a)(9) or Rule 144 of the 1933 Act. The Company agrees to take all actions, including,
without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Exchange
Shares that are freely tradable on the Principal Market without restriction and not containing any restrictive legend without the
need for any action by the Holder.


 


(xii)        Listing.
The Company shall promptly secure the listing of all of (i) the Exchange Shares and (ii) any capital stock of the Company issued
or issuable with respect to the Exchange Shares, as applicable, as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise (the “Listed Securities”) upon each national securities exchange and
automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall
maintain such listing of all Listed Securities from time to time issuable under the terms of the Transaction Documents. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(b)(x).


 


(xiii)       Reporting
Status. Until the date on which the Holder has sold all the Exchange Shares, the Company shall timely file all reports required
to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file
reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit
such termination.


 


(xiv)       No Integration
Actions. None of the Company, any of its Affiliates or any Person acting on behalf of the Company or such Affiliate will sell,
offer for sale or solicit offers to buy in respect of any security (as defined in the 1933 Act) that would be integrated with the
issuance of the Exchange Shares in a manner that would require the registration under the 1933 Act of the issuance to the Holder
or require shareholder approval under the rules and regulations of the Principal Market, and the Company will take all action that
is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act
or the rules and regulations of the Principal Market with the issuance of Exchange Shares contemplated hereby.


 


(xv)        Reservation
of Shares. From the date hereof until the Closing, the Company shall take all action necessary to at all times have authorized,
and reserved for the purpose of issuance, no less than 2,000,000 shares of Common Stock (as adjusted for any stock dividend, stock
split, stock combination, reclassification or similar transaction occurring after the date hereof) issuable as Exchange Shares
under this Agreement and under the Other Agreements.


 






    	14



    	 



    

 


(xvi)      Most Favored
Nation. 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 Person with respect to any amendment, exercise or exchange of the Warrants (each an “Exchange
Document”), is or will be more favorable to such Person than those of the Holder and this Agreement shall be, without
any further action by the Holder or the Company, deemed amended and modified in an economically and legally equivalent manner such
that the Holder shall receive the benefit of the more favorable terms contained in such Exchange Document. Notwithstanding the
foregoing, the Company agrees, at its expense, to take such other actions (such as entering into amendments to this Agreement)
as the Holder may reasonably request to further effectuate the foregoing.


 


(xvii)     [INSERT ONLY
IN THE EXCHANGE AGREEMENT OF LEAD INVESTOR: Fees and Expenses. The Company shall reimburse the Holder for its legal
fees and expenses in connection with the preparation and negotiation of this Agreement and transactions contemplated thereby, by
paying any such amount to Schulte Roth & Zabel LLP in an amount not to exceed $10,000 (the “Holder Counsel Expense”)
by wire transfer of immediately available funds in accordance with the written instructions of Schulte Roth & Zabel LLP delivered
to the Company on or prior to the Closing. The Holder Counsel Expense shall be paid by the Company whether or not the transactions
contemplated by this Agreement are consummated. Except as otherwise set forth above, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all stamp and other taxes
and duties levied in connection with the transactions contemplated hereby, if any.]


 


		4.	CONDITIONS TO ComPANY’S OBLIGATIONs hereunder.



 


The obligations of the
Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder
with prior written notice thereof:


 


(a)         The Holder shall have
duly executed this Agreement and delivered the same to the Company; and


 


(b)         The representations
and warranties of the Holder shall be true and correct as of the date when made and as of the Closing Date as though made at that
time (except for representations and warranties that speak as of a specific date which shall
be true and correct as of such specified date), and the Holder shall have performed, satisfied
and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Holder at or prior to the Closing Date.


 


(c)          The Principal Market
shall have verbally approved, and shall not have disapproved, in writing or otherwise, the transactions contemplated by this Agreement
and the issuance and delivery of the Exchange Shares pursuant to terms set forth in this Agreement.


 






    	15



    	 



    

 


		5.	CONDITIONS TO HOLDER’S OBLIGATIONs HEREUNDER.



 


The obligations of the
Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the
Holder’s sole benefit and may be waived by the Holder in respect of itself at any time in its sole discretion by providing
the Company with prior written notice thereof:


 


(a)         The Company shall
have duly executed this Agreement and delivered the same to the Holder;


 


(b)         The Company shall
have obtained the listing of all of the Exchange Shares on upon each national securities exchange and automated quotation system,
if any, upon which the Common Stock is then listed;


 


(c)         The representations
and warranties of the Company under this Agreement shall be true and correct in all respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which
shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior to the Closing Date;


 


(d)         The Common Stock (i)
shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the Closing Date,
by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market,
which has not previously been disclosed in an SEC Document, have been threatened, as of the Closing Date, either (A) in writing
by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;
and


 


(e)         The Company shall
have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions contemplated
hereby.


 


(f)          The Principal Market
shall have verbally approved, and shall not have disapproved, in writing or otherwise, the transactions contemplated by this Agreement
and the issuance and delivery of the Exchange Shares pursuant to terms set forth in this Agreement.


 


		6.	TERMINATION.



 


In the event that the Closing
shall not have occurred by on or before five (5) Business Days from the date hereof, due to the Company’s or the Holder’s
failure to satisfy the conditions set forth in Sections 4 and 5 hereof (and the nonbreaching party’s failure to waive such
unsatisfied conditions(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching
party at the close of business on such date by delivering a written notice to that effect to the other party to this Agreement
and without liability of such party to the other party. Upon such termination, the terms hereof shall be null and void.


 






    	16



    	 



    

 


		7.	MISCELLANEOUS.



 


(a)         Governing Law;
Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
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. Each party 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. Each party 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 such party at the address for such notices to it under this 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. EACH PARTY 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)         Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.


 


(c)         Headings. The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(d)         Severability.
If any provision of this Agreement 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 Agreement so long as this Agreement 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).


 






    	17



    	 



    

 


(e)         Entire Agreement;
Amendments. This Agreement shall supersede all other prior oral or written agreements among the Holder, the Company, their
Affiliates and persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and
therein. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder,
and any amendment to this Agreement made in conformity with the provisions of this Section 7(e) shall be binding on the Holder
and the Company. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought. No consideration shall be offered or paid to any Other Holder to amend or consent to a waiver or modification of any
provision of any of the Other Agreements unless the same consideration (other than the reimbursement of legal fees) also is offered
to the Holder.


 


(f)           Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered if delivered pursuant to Section 9(f) of the Securities Purchase Agreement.


 


(g)          Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Warrants.


 


(h)          No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)          Survival. The
representations, warranties and covenants of the Company and the Holder contained herein shall survive the Closing and delivery
of the Exchange Shares.


 


(j)          Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)         No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 





[Signature Page Follows]


 






    	18



    	 



    




 


IN WITNESS WHEREOF,
the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first
written above. 


 


	 	COMPANY:
	 	 
	 	REAL GOODS SOLAR, INC.
	 	 	 
	 	By:	
         

	 	 	Name:	 
	 	 	Title:  	 


 


[Signature
Page to Exchange Agreement]


 



    	 



    	 



    




   


IN WITNESS WHEREOF,
the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first
written above. 


 


	 	HOLDER:
	 	 
	 	[               ]
	 	 	 
	 	By:	
         

	 	 	Name:	 
	 	 	Title:  	 
	 	 	 
	 	 	Number of Series A Warrants:
	 	 	 	 
	 	 	 
	 	 	Number of Series C Warrants:
	 	 	 
	 	 	 
	 	 	Number of Exchange Shares:
	 	 	


 


	DWAC Instructions:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 









 





[Signature
Page to Exchange Agreement] 


 






    	 



    	 



    

 





EXHIBIT A


 



EXCHANGE NOTICE


 


TO BE EXECUTED BY THE HOLDER TO RECEIVE EXCHANGE
SHARES 



 


REAL
GOODS SOLAR, INC.


 


The
undersigned holder hereby exercises the right to receive _________________ of the shares of Class A Common Stock, par value $0.0001
per share (“Exchange Shares”) of Real Goods Solar, Inc., a Colorado corporation
(the “Company”) and hereby directs the Company to deliver to the undersigned such number of Exchange Shares,
in each case, in accordance with the terms of that certain Exchange Agreement dated as of June 25, 2015, by and between the Company
and the Holder listed on the signature page attached thereto.





 


Date: _______________ __, ______


 





	



	Name of Registered Holder 	 
	 	 
	By:	 
	 	Name:	 
	 	Title:  	 


 






    	 



    	 



    

 


ACKNOWLEDGMENT




 


The Company hereby acknowledges
this Exchange Notice and hereby directs Computershare Trust Company, N.A. to issue the above indicated number of shares of Common
Stock. 


 


 COMPUTERSHARE
TRUST COMPANY, N.A. 


	 	 	 
	 	By:	 	 
	 	Name:
Title: