REAL GOODS SOLAR, INC. UNDERWRITING AGREEMENT _________ Shares of Preferred Stock Warrants to Purchase up to _______ Shares of Common StockUnderwriting Agreement • September 7th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
REAL GOODS SOLAR, INC., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), _____ units (“Units”), each Unit consisting of: (i) one share of Series A 12.5% Mandatorily Convertible Preferred Stock (each a “Share” and, collectively, the “Shares”) of preferred stock, par value $0.0001 per share (the “Preferred Stock”), initially convertible into ___ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Conversion Shares”, including for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock issuable upon exercise of the Representative Warrant (as defined below)) and (ii) a Series H Warrant (each a “Warrant”) to purchase ___ shares of Common Stock, and the shares of Co
