REAL GOODS SOLAR, INC. (NASDAQ:RGSE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Registered Offering

On February 7, 2017, Real Goods Solar, Inc. (the Company) priced
a registered offering of (a) units, Primary Units, each
consisting of one share of the Companys Class A common stock, par
value $0.0001 (Common Stock), and a Series M Warrant to purchase
75% of one share of Common Stock (the Series M Warrant), and (b)
units, Alternative Units, each consisting of a prepaid Series N
Warrant to purchase one share of Common Stock (the Series N
Warrants, and together with the Series M Warrants, collectively,
the Warrants), and a Series M Warrant. Investors in the offering
entered into a Securities Purchase Agreement (the Purchase
Agreement) with the Company. The purchase price for a Primary
Unit is $2.50 and the purchase price for an Alternative Unit is
$2.49. The Primary Units and the Alternative Units are referred
to in this Current Report on Form 8-K collectively as the Units.

In connection with pricing the offering, on February 7, 2017, the
Company entered into the Purchase Agreement with 8 institutional
and accredited investors (the Institutional Investors). Several
of the Institutional Investors have participated in the Companys
past securities offerings and 4 of the Institutional Investors
may be the beneficial owners of more than 5% of the Common Stock
based on a review of their filed Schedules 13G. to the terms of
the Purchase Agreement, the Company will sell to the
Institutional Investors an aggregate of approximately $4,125,000
of the Primary Units and approximately $1,867,500 of the
Alternative Units.

The closing of the offering is expected to occur on or about
February 9, 2017, subject to the satisfaction of certain
customary closing conditions.

The Company offered and sold the Units, the shares of Commons
Stock and the Series M Warrants issued as part of the Primary
Units, and the Series N Warrant and the Series M Warrants issued
as a part of the Alternative Units to an effective registration
statement on Form S-3 (File No. 333-193718). In addition, the
shares of Common Stock issuable upon exercise of the Warrants are
also registered on the same registration statement. In the
Purchase Agreement, the Company has agreed to maintain an
effective registration statement covering the issuance of the
Common Stock issuable upon exercise of the Warrants.

The Company expects to receive net proceeds of approximately $5.5
million at the closing, after deducting commissions to the
Placement Agent (as defined below) and estimated offering
expenses associated with the offering payable by the Company.

The Units will not be issued or certificated. The Series M
Warrants and the Series N Warrants, as applicable, will be issued
in certificated physical form and may be transferred separately
immediately thereafter. The Warrants will not be listed on any
national securities exchange or other trading market, and no
trading market for the Warrants is expected to develop.

Terms of the Series M Warrants

Each Primary Unit and Alternative Unit contains a Series M
Warrant to purchase 75% of one share of Common Stock. The Series
M Warrants will be exercisable upon issuance and will remain
exercisable until the fifth anniversary of the date of issuance.
The initial exercise price of the Series M Warrants is $2.40 per
share, subject to adjustments for stock splits and similar
events. In addition, the Company may, with the consent of the
required holders (as defined in the Series M Warrants), reduce
the then current exercise price to any amount and for any period
of time deemed appropriate by the Companys board of directors.
Under certain circumstances, the holders of the Series M Warrants
may elect to exercise them through a cashless exercise, in which
case the holders will receive upon such exercise the net number
of shares of Common Stock determined according to the formula set
forth in the Series M Warrants and the Company will not receive
the cash exercise price.

A holder may not exercise a Series M Warrant and we may not issue
shares of Common Stock under a Series M Warrant if, after giving
effect to the exercise or issuance, the holder together with its
affiliates would beneficially own in excess of a set percentage
of the outstanding shares of our Common Stock. The cap will be
set on the date of issuance at either 4.99% or 9.99%, at each
holders election. If no election is made, the initial cap will be
set at 4.99%. At each holders option, the cap may be increased or
decreased to any other percentage not in excess of 9.99%, except
that any increase will not be effective until the 61st day after
notice to us.

The holders of the Series M Warrants are entitled to acquire
options, convertible securities or rights to purchase the
Companys securities or property granted, issued or sold pro rata
to the holders of its Common Stock on an as if exercised for
Common Stock basis. The holders of the Series M Warrants are
entitled to receive any dividend or other distribution of the
Companys assets (or rights to acquire its assets), at any time
after the issuance of the Series M Warrants, on an as if
exercised for Common Stock basis. The Series M Warrants prohibit
the Company from entering into transactions constituting a
fundamental transaction (as defined in the Series M Warrants)
unless the successor entity assumes all of the Companys
obligations under the Series M Warrants and the other transaction
documents in a written agreement approved by the required holders
of the Series M Warrants. The definition of fundamental
transactions includes, but is not limited to, mergers, a sale of
all or substantially all of the Companys assets, certain tender
offers and other transactions that result in a change of control.

Terms of the Series N Warrants

The exercise price for a Series N Warrant will be paid at the
closing except for the further payment of the $0.01 exercise
price per share, which a holder will pay upon exercise. The
Series N Warrants will have substantially the same terms as the
Series M Warrants.

Additional Terms of the Purchase
Agreement

The terms of the Purchase Agreement limit the Companys ability to
issue securities in the future:

However, the limitations on securities issuances described above
do not apply to the issuance of: (a) shares of Common Stock or
options to the Companys employees, officers or directors to any
stock or option plan duly adopted for such purpose, by a majority
of the non-employee members of the Companys board of directors or
a majority of the members of a committee of non-employee
directors established for such purpose for services rendered to
the Company; (b) the warrant the Company expects to issue to Roth
Capital Partners, LLC in connection with this offering; (c)
securities upon the exercise, exchange or conversion of the
securities sold in this offering, the Series M Warrants, the
Series N Warrants, the warrant the Company expects to issue to
Roth Capital Partners, LLC in connection with this offering,
and/or other securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on
the date the Company entered into the Purchase Agreement, subject
to certain limitations; (d) up to 250,000 shares of Common Stock
issued to an exemption from registration under the Securities Act
to the lender, or any successor thereto, who is a party to any
revolving credit facility outstanding prior to the date of the
Purchase Agreement; and (e) securities issued to acquisitions or
strategic transactions approved by a majority of the Companys
disinterested directors, subject to certain limitations, provided
that none of the issuances listed above are Variable Rate
Transactions (other than with respect to the transactions
described in clause (c) of this paragraph).

The Purchase Agreement also contains customary representations,
warranties, covenants, including indemnifications, and closing
conditions.

Leak-Out Agreement

Each Institutional Investor entered into separate and
substantially similar leak-out agreements with us on February 7,
2017. Under the leak-out agreements, during the period commencing
on February 7, 2017 and ending February 22, 2017, each
Institutional Investor (together with certain of its affiliates)
may not sell, dispose or otherwise transfer, directly or
indirectly (including, without limitation, any sales, short
sales, swaps or any derivative transactions that would be
equivalent to any sales or short positions), on any trading day,
shares purchased in this offering and the shares of Common Stock
issuable upon exercise of the Series M Warrants and the Series N
Warrants in an amount more than a specified percentage of the
trading volume of the Common Stock on the principal trading
market, subject to certain exceptions such as any actual long (as
defined in Regulation SHO of the Securities Exchange Act of 1934,
as amended) sales at a price greater than $3.15. The aggregate
trading volume for all Institutional Investor is 35% of the
trading volume of the Common Stock on the principal trading
market during each trading day during the above referenced
leak-out period, subject to certain exception.

Placement Agent

Roth Capital Partners, LLC acted as the exclusive placement agent
for the offering (the Placement Agent) to the terms of a
Placement Agency Agreement, dated February 7, 2017 (the Placement
Agency Agreement). The Companys engagement of the Placement Agent
expires 15 days from the date of the Placement Agency Agreement.
In connection with the closing of the offering, the Company
expects to pay the Placement Agent a cash fee equal to
approximately $419,475, an amount equal to 7% of the gross
proceeds received by the Company from the sale of the Units. The
Company has agreed to reimburse Roth Capital Partners, LLCs
expenses up to a maximum of $75,000.

At the closing of the offering, the Company has agreed to issue
to the Placement Agent a warrant (the Placement Agent Warrant) to
purchase up to a number of shares of Common Stock equal to 5.0%
of the aggregate number of shares of Common Stock issued at the
closing and issuable upon exercise of the Series N Warrants
(exclusive of any shares of Common Stock issuable upon exercise
of the Series M Warrants). The Placement Agent Warrant will have
substantially the same terms as the Series M Warrants other than
that (a) it will expire five years after the effective date of
the offering; (b) it will be exercisable through a cashless
exercise regardless of whether the shares of Common Stock
issuable upon exercise of the Placement Agent Warrant are covered
by a registration statement under the Securities Act; (c) the
exercise price will be 125% of the public offering price per
Primary Unit; (d) certain covenants appearing in the Series M
Warrants will be removed in the Placement Agent Warrant; and (e)
to FINRA Rule 5110(g), the Placement Agent Warrant, and the
underlying securities, will not be transferable for 6 months from
the date of issuance, except the transfer of any security: (i) by
operation of law or by reason of reorganization of the Company;
(ii) to any FINRA member firm participating in the offering and
the officers or partners thereof, if all securities so
transferred remain subject to the lock-up restriction set forth
above for the remainder of the time period; (iii) if the
aggregate amount of securities of the Company held by the holder
of the Placement Agent Warrant or related persons do not exceed
1% of the securities being offered; (iv) that is beneficially
owned on a pro-rata basis by all equity owners of an investment
fund, provided that no participating member manages or otherwise
directs investments by the fund, and participating members in the
aggregate do not own more than 10% of the equity in the fund; or
(v) the exercise or conversion of any security, if all securities
received remain subject to the lock-up restriction set forth
above for the remainder of the time period.

Additionally, the Company has agreed to indemnify the Placement
Agent against certain liabilities, including liabilities under
the Securities Act or to contribute to payments the Placement
Agent may be required to make because of those liabilities.

The Placement Agency Agreement also contains customary
representations, warranties, covenants and closing conditions.

The descriptions of each of the Purchase Agreement, the Series M
Warrant, the Series N Warrant, the Leak-Out Agreement and the
Placement Agency Agreement are qualified in their entirety by
reference to the forms attached hereto as Exhibits 10.1, 4.1,
4.2, 10.2 and 1.1, respectively.

Disclaimers of Representations and Warranties

The representations and warranties of the Company and its
subsidiaries contained in the Purchase Agreement and the
Placement Agency Agreement have been made solely for the benefit
of the parties thereto. In addition, such representations and
warranties (a) have been made only for purposes of such
documents, (b) in some cases, have been qualified by documents
filed with, or furnished to, the Securities and Exchange
Commission by the Company before the date of the Purchase
Agreement and the Placement Agency Agreement, (c) are subject to
materiality qualifications contained therein which may differ
from what may be viewed as material by investors, (d) were made
only as of the date of the Purchase Agreement and the Placement
Agency Agreement, or such other date as is specified in such
documents, and (e) have been included in the Purchase Agreement
and the Placement Agency Agreement for the purpose of allocating
risk between the contracting parties rather than establishing
matters as facts.

Accordingly, the Purchase Agreement and the Placement Agency
Agreement are included with this filing only to provide investors
with information regarding the terms of such documents, and not
to provide investors with any other factual information regarding
the Company or its subsidiaries or their respective business. You
should not rely on the representations and warranties or any
descriptions thereof as characterizations of the actual state of
facts or condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date
of the Purchase Agreement and the Placement Agency Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures. The Purchase Agreement and
Placement Agency Agreement should not be read alone, but should
instead be read in conjunction with the other information
regarding the Company and its subsidiaries that has been, is or
will be contained in, or incorporated by reference into, the
Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration
statements and other documents that the Company files with the
Securities and Exchange Commission.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking
statements relating to matters that are not historical facts.
Forward-looking statements may be identified by the use of words
such as expect, believe, will, should, would or comparable
terminology or by discussions of strategy. While the Company
believes its assumptions and expectations underlying
forward-looking statements are reasonable, there can be no
assurance that actual results will not be materially different.
Risks and uncertainties that could cause materially different
results include, among others, the Companys ability to close the
offering described herein and whether holders of the Warrants
will exercise them for cash and other risks and uncertainties
included in the Companys filings with the Securities and Exchange
Commission. The Company assumes no duty to update any
forward-looking statements.

Item 1.02 Termination of a Material Definitive
Agreement.

On February 6, 2017, Real Goods Solar, Inc. (the Company) and its
wholly-owned subsidiaries RGS Financing, Inc., Real Goods Energy
Tech, Inc., Alteris Renewables, Inc., Real Goods Syndicated,
Inc., Mercury Energy, Inc., Real Goods Solar, Inc. Mercury Solar,
Elemental Energy, LLC and Sunetric Management LLC (collectively
with the Company, the Borrower Parties) gave notice to terminate
the Amended and Restated Loan Agreement (as further amended, the
Loan Agreement), dated March 30, 2016, between the Borrower
Parties and Solar Solutions and Distribution, LLC, a
Colorado-based renewable energy solutions company (Solar
Solutions), effective February 9, 2017. The Loan Agreement, which
has a declining maximum borrow provision, as of January 1, 2017,
provides for a $3,000,000 revolving line of credit and matures by
its terms on March 31, 2017. The Company has not drawn on this
revolving line of credit for working capital purposes since
September 28, 2016 and does not have a current balance due to
Solar Solutions under this revolving line of credit.

In addition to being a lender to the Company, Solar Solutions
also supplies the Company with certain renewable energy products
at a price mark-up under an Exclusive Master Supply Agreement
dated April 29, 2015 (as amended, the Supply Agreement). The term
of the Supply Agreement is coterminous with the term of the Loan
Agreement and, as a result, the termination of the Loan Agreement
also results in a termination of the Supply Agreement.

The Company is not subject to any prepayment or termination
payments, or penalties in connection with the early termination
of the Loan Agreement and the Supply Agreement.

The terms of the Loan Agreement and the Supply Agreement are set
forth in, and copies thereof are included as exhibits to, the
Companys Current Reports on Form 8-K filed on March 30, 2016, May
27, 2016 and August 24, 2016.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

REAL GOODS SOLAR, INC. (NASDAQ:RGSE) Recent Trading Information

REAL GOODS SOLAR, INC. (NASDAQ:RGSE) closed its last trading session down -0.60 at 2.25 with 12,264,214 shares trading hands.