0001571049-16-015214 Sample Contracts

WAIVER AND CONSENT AGREEMENT January 19, 2016
Waiver and Consent Agreement • May 12th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York

Reference is made to that certain loan arrangement by and among Bank, REAL GOODS ENERGY TECH, INC. (“Real Goods Energy”), REAL GOODS TRADING CORPORATION (“Real Goods Trading”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC. (“Syndicated”), MERCURY ENERGY, INC. (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR (“Mercury Solar”), ELEMENTAL ENERGY, LLC (“Elemental”), and SUNETRIC MANAGEMENT LLC (“Sunetric”, and together with Real Goods Energy, Real Goods Trading, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “Borrower”). Borrower’s obligations under the Loan Agreement are guarantied by REAL GOODS SOLAR, INC. (the “Guarantor”, and together with Borrower, jointly, severally, and collectively, the “Obligors”). Further reference is made to that certain Non-Recourse Loan Document Sale and Assignment Agreement of even date herewith (the “Assignment”) by and between Bank and SOL

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TERMINATION AND AMENDMENT AGREEMENT
Termination and Amendment Agreement • May 12th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors

THIS TERMINATION AND AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of May 12, 2016, by and among Real Goods Solar, Inc., a Colorado corporation (the "Company"), and the undersigned investor (the "Holder"). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined in the Recitals below).

LOAN MODIFICATION AND WAIVER AGREEMENT
Loan Modification and Waiver Agreement • May 12th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors

This Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of January 19, 2016 (the “Effective Date”), by and among (i) SOLAR SOLUTIONS AND DISTRIBUTION, LLC, a Colorado limited liability company (“Lender”), and (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“Syndicated”), MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR, a New York corporation (“Mercury Solar”), ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (“Elemental”), and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric”, and together with Real Goods Energy, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “Borrower”).

LOAN MODIFICATION AND WAIVER AGREEMENT
Loan Modification and Waiver Agreement • May 12th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors

This Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of February 4, 2016 (the “Effective Date”), by and among (i) SOLAR SOLUTIONS AND DISTRIBUTION, LLC, a Colorado limited liability company (“Lender”), and (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“Syndicated”), MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR, a New York corporation (“Mercury Solar”), ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (“Elemental”), and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric,” and together with Real Goods Energy, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, “Borrower”).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 12th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on March 30, 2016 (the “Effective Date”) between SOLAR SOLUTIONS AND DISTRIBUTION, LLC, a Colorado limited liability company with offices located at 8450 East Crescent Parkway, Suite 200, Greenwood Village, CO 80111-2816 (“Lender”), and REAL GOODS SOLAR, INC., a Colorado corporation (“RGS”), RGS FINANCING, INC., a Colorado corporation (“RGSF”), REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“Syndicated”), MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR, a New York corporation (“Mercury Solar”), ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (“Elemental”), and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric”, and together with RGS, RGSF, Real Goods Energy, Alteris, Syndic

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