LETTER OF TRANSMITTAL To Accompany Certificate(s) Representing Shares of Series 1 Preferred Stock of MERCURY ENERGY, INC.Merger Agreement • October 21st, 2013 • Real Goods Solar, Inc. • Construction - special trade contractors
This Letter of Transmittal is being sent to holders of the Company’s Series 1 Preferred Stock (the “Preferred Stock”) in accordance with the Merger Agreement for the purpose of providing the holder of the Preferred Stock with the opportunity to receive their aggregate Merger Consideration (as defined below).
ContractTransition Consulting Agreement • October 21st, 2013 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
Real Goods Solar, Inc. has entered into the attached Form of Transition Consulting Agreement, dated August 8, 2013, with the officers and directors of Mercury Energy, Inc. listed below on identical terms.
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • October 21st, 2013 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of [DATE], by and among Timothy Greener and Peter Kaufmann, as stockholder representatives (the “Stockholder Representatives”) for certain holders of securities (the “Shareholders”) and executives (the “Executives”) of Mercury Energy, Inc., a Delaware corporation (“Mercury”), and Real Goods Solar, Inc., a Colorado corporation (“Purchaser”, and together with the Stockholder Representatives, sometimes referred to individually as “Party” or collectively as the “Parties”), and Computershare Trust Company, N.A. (the “Escrow Agent”).
