real goods solar, INC. FORM OF SERIES I Warrant To Purchase Common StockWarrant Agreement • December 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
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, [PURCHASER], 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 in Section 1(b)) 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, up to such number of fully paid and nonassessable shares of Common Stock equal to ______, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2016, between, Real Goods Solar, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 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, through Roth Capital Partners, LLC (“Roth”) as lead agent and WestPark Capital, Inc. (“Westpark”) as co-agent, up to 18,500,000 combinations consisting of (x) (i) one share of Class A Common Stock (the “Common Stock”), par value $0.0001 per share (each, such share of Common Stock, a “Share”), plus (ii) 1.00 Series I Warrant to purchase one Share (the “Series I Warrants”) or (y) combinations consisting of (i) one Series J Prepaid Warrant to purchase one Share (the “Series J Warrants”) plus (ii) 1.00 Series I Warrant to purchase one Share, as elected by each investor directly to various investors (the “Investors”). The several combinations are collectively referred to herein as the “Units” and the Series I Warrants and the Series J Warrants are collectively referred to herein as the “Warrants”. Roth and Westpark are sometime referred to herein as
December 8, 2016 [Purchaser] Dear Sirs:Leak-Out Agreement • December 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2016 • Real Goods Solar, Inc. • Construction - special trade contractors
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of December 12, 2016, between Real Goods Solar, Inc., a Colorado corporation (the “Company”), and the purchasers identified on the signature pages hereto who have executed this Amendment.
