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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 16, 2015

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado

001-34044

26-1851813

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

833 West South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 222-8400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Loan Modification Agreement with Silicon Valley Bank

On March 16, 2015, Real Goods Solar, Inc.’s (the “Company”) wholly-owned subsidiaries Real Goods Energy Tech, Inc., Real Goods Trading Corporation, Alteris Renewables, Inc., Real Goods Syndicated, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC and Sunetric Management LLC entered into a Ninth Loan Modification Agreement (the “SVB Amendment”) with Silicon Valley Bank to extend the maturity date of the revolving line of credit under the Loan and Security Agreement, dated December 19, 2011 (the “SVB Loan”), from March 17, 2015 to March 15, 2016. Further, the SVB Amendment also restates certain financial covenants of the SVB Loan, reduces the revolving line amount available at any one time from $5.5 million to $5 million, and removes the $1 million reserve under the Availability Amount (as defined in the SVB Loan) based upon the borrowing base calculation set forth in the SVB Loan. In connection with the SVB Amendment, the Company paid a $50,000 fee to Silicon Valley Bank.

Extension of Maturity Date of Riverside Debt

On March 16, 2015, the Company and Riverside Fund III, L.P. (“Riverside Fund”) extended the maturity dates of two loans in the aggregate principal amount of $3.15 million made by Riverside Fund to the Company (the “Riverside Loans”). The parties extended the maturity date of each of the $3.0 million loan and the $150,000 loan from March 31, 2015 to March 31, 2016 and entered into two Fourth Amended and Restated Promissory Notes. In connection with the extension, the Company and its wholly-owned subsidiaries Real Goods Energy Tech, Inc., Alteris Renewables, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC and Sunetric Management LLC entered into a Security Agreement pursuant to which they granted a second priority security interest in substantially all their assets to Riverside Fund to secure the Riverside Loans.

Riverside Renewable Energy Investment LLC (“Riverside”), the Company’s largest shareholder, is a wholly-owned subsidiary of Riverside Fund. Riverside Fund made the Riverside Loans pursuant to the terms of the Shareholders Agreement, dated as of December 19, 2011, between the Company and Riverside. David Belluck, one of the Company’s directors and the Chairman of the Company’s Board of Directors, controls Riverside Partners III, LLC, which is the general partner of Riverside Partners III, L.P., which is the general partner of Riverside Fund. Riverside currently owns approximately 12.7% of the Company’s outstanding Class A common stock.

The descriptions of the SVB Amendment, Riverside Loans and Security Agreement are each qualified in their entirety by reference to the agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.

Item 8.01

Other Events.

On March 17, 2015, the Company issued a press release announcing the extension of the SVB Loan and the Riverside Loans. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Ninth Loan Modification Agreement, dated March 16, 2015, among Real Goods Energy Tech, Inc., Real Goods Trading Corporation, Alteris Renewables, Inc., Real Goods Syndicated, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC and Sunetric Management LLC and Silicon Valley Bank

10.2		Fourth Amended and Restated Promissory Note for $3,000,000, dated March 16, 2015, between Real Goods Solar, Inc. and Riverside Fund III, L.P.

10.3		Fourth Amended and Restated Promissory Note for $150,000, dated March 16, 2015, between Real Goods Solar, Inc. and Riverside Fund III, L.P.

10.4		Security Agreement, dated March 16, 2015, among Real Goods Solar, Inc., Real Goods Energy Tech, Inc., Alteris Renewables, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC, Sunetric Management LLC and Riverside Fund III, L.P.

99.1		Press Release issued by Real Goods Solar, Inc. on March 17, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


REAL GOODS SOLAR, INC.

By:		/s/ Dennis Lacey
		Dennis Lacey
		Chief Executive Officer and Acting Principal Financial Officer

Date: March 18, 2015

EXHIBIT INDEX


Exhibit No.		Description

10.1		Ninth Loan Modification Agreement, dated March 16, 2015, among Real Goods Energy Tech, Inc., Real Goods Trading Corporation, Alteris Renewables, Inc., Real Goods Syndicated, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC and Sunetric Management LLC and Silicon Valley Bank

10.2		Fourth Amended and Restated Promissory Note for $3,000,000, dated March 16, 2015, between Real Goods Solar, Inc. and Riverside Fund III, L.P.

10.3		Fourth Amended and Restated Promissory Note for $150,000, dated March 16, 2015, between Real Goods Solar, Inc. and Riverside Fund III, L.P.

10.4		Security Agreement, dated March 16, 2015, among Real Goods Solar, Inc., Real Goods Energy Tech, Inc., Alteris Renewables, Inc., Mercury Energy, Inc., Real Goods Solar, Inc.—Mercury Solar, Elemental Energy, LLC, Sunetric Management LLC and Riverside Fund III, L.P.

99.1		Press Release issued by Real Goods Solar, Inc. on March 17, 2015

Exhibit 10.1

NINTH LOAN MODIFICATION AGREEMENT

This Ninth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 16, 2015 (the “Ninth Loan Modification Effective Date”), by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“Bank”), and (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), REAL GOODS TRADING CORPORATION, a California corporation (“Real Goods Trading”), 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, Real Goods Trading, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of December 19, 2011, evidenced by, among other documents, a certain Loan and Security Agreement, dated as of December 19, 2011, as amended by a certain First Loan Modification Agreement, dated as of August 28, 2012, as further amended by a certain Second Loan Modification and Reinstatement Agreement, dated as of November 13, 2012 as further amended by a certain Third Loan Modification Agreement, dated as of March 27, 2013, as further amended by a certain Joinder and Fourth Loan Modification Agreement, dated as of September 26, 2013, as further amended by a certain Fifth Loan Modification Agreement, dated as of November 5, 2013, as further amended by a certain Joinder and Sixth Loan Modification Agreement, dated as of June 6, 2014, as further amended by a certain Seventh Loan Modification and Waiver Agreement, dated as of November 19, 2014 and as further amended by a certain Eighth Loan Modification Agreement, dated as of January 30, 2015 (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by (i) the Collateral as described in the Loan Agreement, (ii) that certain Security Agreement, dated as of December 19, 2011, between the Secured Guarantor and Bank (as amended, the “Security Agreement”), and (ii) the “Intellectual Property Collateral”, as such term is defined in each certain IP Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Loan Agreement, together with all other documents executed in connection therewith evidencing, securing or otherwise relating to the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modifications to Loan Agreement.

The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9 thereof:

“6.9

Financial Covenants.

Maintain at all times, subject to periodic reporting as described below, on a consolidated basis with respect to Borrower, unless otherwise indicated:

(a) EBITDA. Achieve EBITDA (loss no worse than), measured quarterly, on a trailing three month basis, on a consolidated basis with respect to Borrower, of the following amounts for each period ending as of the date indicated below:


Quarterly Period Ending (measured on a trailing three month basis)	Minimum EBITDA (loss no worse than)

December 31, 2014	($	4,500,000	)

; provided, that nothing in the foregoing financial covenant shall be deemed to be an extension of the Revolving Line Maturity Date.”

and inserting in lieu thereof the following:

“6.9

Financial Covenants.

Maintain at all times, subject to periodic reporting as described below, on a consolidated basis with respect to Borrower, unless otherwise indicated:


Quarterly Period Ending (measured on a trailing three month basis)	Minimum EBITDA (loss no worse than)

March 31, 2015	($	7,500,000	)

June 30, 2015	($	3,000,000	)

September 30, 2015	($	2,000,000	)

December 31, 2015	($	1,500,000	)

March 31, 2016	($	2,100,000	)

; provided, that nothing in the foregoing financial covenant shall be deemed to be an extension of the Revolving Line Maturity Date.

(b) Liquidity Ratio. Maintain (A) the sum of (i) unrestricted cash at Bank plus (ii) Borrower’s net billed accounts receivable divided by (B) the sum of (i) the total outstanding Obligations of Borrower owed to Bank plus (ii) the total outstanding Subordinated Debt of Borrower, expressed as a ratio, of at least 1.25:1.00.”

The Loan Agreement shall be amended by deleting the following text appearing in Section 10:


“If to Bank:		Silicon Valley Bank
		2400 Hanover Street
		Palo Alto, CA 94304
		Attn: Ms. Elisa Sun
		Fax: (650) 856-7879
		Email: esun@svb.com”

and inserting in lieu thereof the following:


“If to Bank:		Silicon Valley Bank
		4301 Hacienda Drive, Suite 210
		Pleasanton, CA 94588
		Attn: Mr. Ben Fargo
		Fax: (925) 227-1365
		Email: bfargo@svb.com”

The Loan Agreement shall be amended by deleting the following definitions from Section 13.1 thereof:

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the result of the amount available under the Borrowing Base minus One Million Dollars ($1,000,000); minus (b) the Dollars Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve); minus (c) the outstanding principal balance of any Advances.

“EBITDA” shall mean, with respect to Borrower, on a consolidated basis, for any period of measurement, in each case determined in accordance with GAAP: (a) Net Income; plus (b) the following, in each case to the extent deducted from the calculation of Net Income: (i) Interest Expense; (ii) income tax expense; (iii) depreciation expense and amortization expense; (iv) non-cash stock compensation expense; (v) for the trailing three month period ending September 30, 2013, up to Two Hundred Fifty Thousand Dollars ($250,000) of one-time, non-recurring cash transaction expenses actually incurred in connection with the Syndicated Acquisition and/or the Mercury Acquisition; (vi) for the trailing six month period ending December 31, 2013, up to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of one-time, non-recurring cash transaction expenses actually incurred in connection with the Syndicated Acquisition and/or the Mercury Acquisition and (vii) for the trailing three month period ending June 30, 2014, up to Seven Hundred Fifty Thousand Dollars ($750,000) of one-time, non-recurring cash transaction expenses actually incurred subsequent to March 31, 2014 in connection with acquisitions which were closed prior to the date of the Sixth Loan Modification Effective Date; minus (c) the following, to the extent included in the calculation of Net Income: (i) interest income; (ii) income tax credits (to the extent not netted from income tax expense); and (iii) all extraordinary gains and all other non-cash items of income for such period.

“Revolving Line” is an Advance or Advances in an amount not to exceed Five Million Five Hundred Thousand Dollars ($5,500,000) outstanding at any time.

“Revolving Line Maturity Date” is March 17, 2015.

“Subordination Agreement” is the collective reference to (i) that certain Amended and Restated Subordination Agreement by Riverside Renewable Energy Investments, LLC, each in favor of Bank, dated on or about the Fourth Loan Modification Effective Date; and (ii) each other subordination, intercreditor or similar agreement entered into by Bank and any creditor of Borrower.

and inserting in lieu thereof the following:

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the result of the amount available under the Borrowing Base; minus (b) the Dollars Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve); minus (c) the outstanding principal balance of any Advances.

“EBITDA” shall mean, with respect to Borrower, on a consolidated basis, for any period of measurement, in each case determined in accordance with GAAP: (a) Net Income (excluding any gain or loss with respect to a change in the valuation of derivative warrant liability); plus (b) the following, in each case to the extent deducted from the calculation of Net Income: (i) Interest Expense; (ii) income tax expense; (iii) depreciation expense and amortization expense; and (iv) non-cash stock compensation expense.

“Revolving Line” is an Advance or Advances in an amount not to exceed Five Million Dollars ($5,000,000) outstanding at any time.

“Revolving Line Maturity Date” is March 15, 2016.

“Subordination Agreement” is the collective reference to (i) that certain Second Amended and Restated Subordination Agreement by Riverside Fund III, L.P., in favor of Bank, dated on or about the Ninth Loan Modification Effective Date; and (ii) each other subordination, intercreditor or similar agreement entered into by Bank and any creditor of Borrower.

The Loan Agreement shall be amended by deleting the following clause (k) from the definition of “Permitted Liens” appearing in Section 13.1 thereof:

“(k) Liens in favor of Finco; and”

and inserting in lieu thereof the following:

“(k) (i) Liens in favor of Finco and (ii) Liens in favor of Riverside Fund III, L.P., to the extent securing Subordinated Debt; and”

The Loan Agreement shall be amended by inserting the following new definitions in Section 13.1 thereof, each in its applicable alphabetical order:

“Ninth Loan Modification Effective Date” is March 16, 2015.

The Compliance Certificate attached as Exhibit B to the Loan Agreement is hereby deleted in its entirety and is replaced with Exhibit A attached hereto.

4. CONDITIONS PRECEDENT. Borrower hereby agrees that the following documents shall be delivered to the Bank prior to or concurrently with the execution of this Loan Modification Agreement, each in form and substance satisfactory to the Bank (collectively, the “Conditions Precedent”):

copies, certified by a duly authorized officer of Borrower, to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower as in effect on the date hereof (but only to the extent modified since last delivered to the Bank), (ii) the resolutions of Borrower authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby (but only to the extent required since last delivered to Bank), and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of Borrower (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank);

executed copies of the Ninth Loan Modification Agreement, the Second Amended and Restated Subordination Agreement, executed by Borrower, Bank and Riverside Fund III, L.P. and the Bank Invoice; and

such other documents as Bank may reasonably request.

5. FEES. Borrower shall pay to Bank a non-refundable extension fee equal to Fifty Thousand Dollars ($50,000), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with the Existing Loan Documents and this Loan Modification Agreement.

6. ADDITIONAL COVENANTS: RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby certifies that, other than as disclosed in the Perfection Certificate, no Collateral with a value greater than Ten Thousand Dollars ($10,000) in the aggregate is in the possession of any third party bailee (such as at a warehouse). In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral with a value in excess of Ten Thousand Dollars ($10,000) in the aggregate to such a bailee, then Borrower shall first receive, the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in certain Perfection Certificates previously delivered to the Bank (in each case as supplemented through the Seventh Loan Modification Effective Date), and acknowledges, confirms and agrees the disclosures and information above Borrower provided to Bank in such Perfection Certificates, as supplemented, remain true and correct in all material respects as of the date hereof.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of the Loan Agreement and each other Loan Document (including, without limitation, each Borrower’s and each Guarantor’s Operating Documents previously delivered to Bank (unless re-delivered to Bank in connection with this Loan Modification Agreement)), and of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modify the Existing Loan Documents pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. JURISDICTION/VENUE. Section 11 of the Loan Agreement is hereby incorporated by reference.

12. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

[Signature page follows.]

This Loan Modification Agreement is executed as of the date first written above.


REAL GOODS ENERGY TECH, INC.		REAL GOODS SYNDICATED, INC.

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

REAL GOODS ENERGY TRADING CORPORATION		ALTERIS RENEWABLES, INC.

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

MERCURY ENERGY, INC.		ELEMENTAL ENERGY, LLC

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

REAL GOODS SOLAR, INC. - MERCURY SOLAR		SUNETRIC MANAGEMENT LLC

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

BANK:

SILICON VALLEY BANK

By:	/s/ Ben Fargo
Name:	Ben Fargo
Title:	Director

Acknowledgment and Agreement:

The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Second Amended and Restated Unconditional Guaranty and a certain Second Amended and Restated Security Agreement, each dated as of June 6, 2014, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Second Amended and Restated Unconditional Guaranty, Second Amended and Restated Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.


REAL GOODS SOLAR, INC.

By:		/s/ Dennis Lacey
Name:		Dennis Lacey
Title:		Chief Executive Officer

Exhibit A to Ninth Loan Modification Agreement

EXHIBIT B

COMPLIANCE CERTIFICATE


TO:	SILICON VALLEY BANK	Date:
FROM:	REAL GOODS ENERGY TECH, INC. ET. AL.

The undersigned authorized officer of REAL GOODS ENERGY TECH, INC., et al. (the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.


Reporting Covenant	Required	Complies

Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes No

10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes No

Annual Audited Financial Statements	FYE within 120 days

A/R & A/P Agings	Monthly within 20 days	Yes No

Transaction Reports	Weekly and with each request for a Credit Extension (Monthly within 20 days during a Streamline Period)	Yes No

Projections	Within 20 days of board approval (no later than 60 days after FYE)	Yes No

Daily/Weekly Cash Flow Projections	on the fifteenth (15^th) and the last Business Day of each month	Yes No

Deferred Revenue Report, Schedule of Assets with respect to 3^rd party construction and financing arrangements (including performance bonds and bank statements For non-SVB bank accounts)	Monthly within 30 days	Yes No

Electronic viewing access to Wells Fargo Account	Ongoing	Yes No


The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)


Financial Covenant	Required	Actual	Complies/Streamline

Maintain at all times (unless otherwise indicated), measured as indicated below:
EBITDA (measured quarterly) – net of Elemental EBITDA	*	$	Yes No
Liquidity Ratio	1.25:1.00	$	Yes No

*	See Section 6.9(a)

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


REAL GOODS ENERGY TECH, INC., et al.	BANK USE ONLY

By:	Received by:
Name:		AUTHORIZED SIGNER


Title:						Date:



						Verified:
								AUTHORIZED SIGNER



						Date:

						Compliance Status: Yes No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:

I.	EBITDA. (Section 6.9(a)).

Required: Maintain at all times, subject to periodic reporting as described below, on a consolidated basis with respect to Borrower, unless otherwise indicated:


Quarterly Period Ending (measured on a trailing three month basis)	Minimum EBITDA (loss no worse than)

March 31, 2015	($	7,500,000	)

June 30, 2015	($	3,000,000	)

September 30, 2015	($	2,000,000	)

December 31, 2015	($	1,500,000	)

March 31, 2016	($	2,100,000	)

; provided, that nothing in the foregoing financial covenant shall be deemed to be an extension of the Revolving Line Maturity Date.

Actual: All amounts measured as indicated above and determined on a consolidated basis in accordance with GAAP:


A.	Net Income (excluding any gain or loss with respect to a change in the valuation of derivative warrant liability)		$

B.	Plus the following, in each case to the extent deducted from the calculation of Net Income

	1.	Interest Expense	$

	2.	income tax expense	$

Is line C equal to or greater than (loss no worse than) ($[ ])?


No, not in compliance		Yes, in compliance

II.

Liquidity Ratio (Section 6.9(b))

Required: Maintain (A) the sum of (i) unrestricted cash at Bank plus (ii) Borrower’s net billed accounts receivable divided by (B) the sum of (i) the total outstanding Obligations of Borrower owed to Bank plus (ii) the total outstanding Subordinated Debt of Borrower, expressed as a ratio, of at least 1.25:1.00.

Actual:


A.	Unrestricted cash at Bank	$

B.	Net billed accounts receivable	$

C.	Total Outstanding Obligations of Borrower owed to Bank	$

D.	Total outstanding Subordinated Debt	$

E.	Liquidity Ratio ( (i) the sum of line A plus line B divided by (ii) the sum of line C plus line D, expressed as a ratio)	:1.00

Is line E equal to or greater than 1.25:1:00?


No, not in compliance		Yes, in compliance

Exhibit 10.2

This fourth amended and restated promissory note (this “Note”) has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. No transfer, sale or other disposition of this Note may be made unless a registration statement with respect to this Note has become effective under said Act, and such registration or qualification as may be necessary under the securities laws of any state has become effective, or the Maker (as defined below) has been furnished with an opinion of counsel satisfactory to the Maker that such registration is not required.

Payments of principal and interest in respect of this Note are subordinated to payments of certain other indebtedness of the Maker, as set forth herein.

FOURTH AMENDED AND RESTATED PROMISSORY NOTE

Louisville, Colorado


$3,000,000		March 16, 2015 (the “Issue Date”)

FOR VALUE RECEIVED, the undersigned, REAL GOODS SOLAR, INC., a Colorado corporation (“Maker”), PROMISES TO PAY TO THE ORDER OF RIVERSIDE FUND III, L.P. or its registered assigns (the “Payee”), the sum of THREE MILLION DOLLARS ($3,000,000), in lawful money of the United States of America, together with interest on the unpaid principal amount, all in accordance with the provisions stipulated herein.

Interest shall accrue on the principal amount of this Note at the rate of ten percent (10.0%) per annum, compounded annually, calculated based on a 360-day year, and accruing daily from the Original Issue Date until repaid.

All unpaid principal and all accrued but unpaid interest shall mature and become due and payable in full on the earlier of March 31, 2016 and the occurrence of a Proceeding (the “Maturity Date”). For the purposes of this Note, a “Proceeding” shall mean either (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Maker or such person’s debts, or of a substantial part of such persons assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of such person’s assets, and, in any such case, such proceeding or petition shall continue undismissed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered, or (b) Maker shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of such person’s assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing.

This Note is one of the promissory notes referred to in that certain Shareholders Agreement, dated as of December 19, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Shareholders Agreement”), by and among Maker, Riverside Renewable Energy Investments, LLC and Gaiam, Inc., and is subject to the provisions of the Shareholders Agreement. All rights and remedies available to Payee under this Note shall be cumulative of and in addition to all other rights and remedies granted to Payee at law or in equity.

Maker agrees, and Payee by accepting this Note agrees, that this Note, and the indebtedness evidenced hereby, including all principal and interest (the “Subordinated Obligations”), shall be subordinate and junior in right of payment to the prior payment in full in cash of all indebtedness for borrowed money (the “Senior Obligations”) owed by Maker to any lenders unaffiliated with Maker (the “Senior Lenders”), and that such subordination of the payment of the Subordinated Obligations to the payment in full of the Senior Obligations shall be subject to customary subordination terms reasonably acceptable to such Senior Lenders, including the following:

(a) the subordination provisions shall be effective and apply to the Subordinated Obligations until such time as (i) the Senior Obligations shall be repaid in full in cash, and (ii) all commitments of the Senior Lenders to make loans or other credit extensions to or on behalf of Maker shall expire or terminate (the “Senior Obligations Termination”); and

(b) notwithstanding any provision in this Note to the contrary, prior to the earlier of the Maturity Date and the Senior Obligations Termination, Payee shall not ask, demand, sue for, take or receive from Maker or any other person or entity, directly or indirectly, in cash or other property or by set-off or in any other manner, and Maker shall not repay, or cause to be repaid, any or all of the Subordinated Obligations, except under customary terms reasonably acceptable to the Senior Lenders.

This Note is secured by a second priority security interest, more particularly described in that certain Security Agreement dated as of March 16, 2015, by and among Payee, Maker and Maker’s subsidiaries party thereto (together with Maker, the “Debtor”), the form of which is attached hereto as Exhibit A (the “Security Agreement”).

Subject to the foregoing provisions, Maker shall have the right to prepay this Note at any time without premium or penalty, provided that payments will be applied first to accrued and unpaid interest on the principal amount and the balance, if any, to the reduction of principal.

No modification, amendment, termination, or cancellation of any provision of this Note shall be valid and binding, unless it be in writing and signed by Maker and Payee. No failure or delay on the part of Payee in exercising any right, power or privilege hereunder and no course of dealing between Maker and Payee shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

This Note, together with the Shareholders Agreement, represents the final agreement between Maker and Payee and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements between Maker and Payee. There are no unwritten oral agreements between Maker and Payee.

This Note is issued in replacement of and substitution for, but not in repayment or novation of, the Third Amended and Restated Promissory Note, dated as of August 18, 2014, the Second Amended and Restated Promissory Note, dated as of May 23, 2013, the Amended and Restated Promissory Note, dated as of March 27, 2013 and the original Promissory Note dated as of May 3, 2012 (the “Original Issue Date”), each in the original principal amount of $3,000,000.

This Note shall be governed by, and construed in accordance with the laws of the State of Colorado.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first stated above.


MAKER:

REAL GOODS SOLAR, INC.

By:		/s/ Dennis Lacey
Name:		Dennis Lacey
Title:		Chief Executive Officer


Acknowledged and Agreed:

PAYEE:

RIVERSIDE FUND III, L.P.

By:		Riverside Partners III, LP, its general partner

By:		Riverside Partners III, LLC, its general partner

By:		/s/ David Belluck
Name:		David Belluck
Title:		Manager

EXHIBIT A

Form of Security Agreement

(See Attached.)

Exhibit 10.3

Payments of principal and interest in respect of this Note are subordinated to payments of certain other indebtedness of the Maker, as set forth herein.

FOURTH AMENDED AND RESTATED PROMISSORY NOTE

Louisville, Colorado


$150,000		March 16, 2015 (the “Issue Date”)

FOR VALUE RECEIVED, the undersigned, REAL GOODS SOLAR, INC., a Colorado corporation (“Maker”), PROMISES TO PAY TO THE ORDER OF RIVERSIDE FUND III, L.P. or its registered assigns (the “Payee”), the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000), in lawful money of the United States of America, together with interest on the unpaid principal amount, all in accordance with the provisions stipulated herein.

This Note is issued in replacement of and substitution for, but not in repayment or novation of, the Third Amended and Restated Promissory Note, dated as of August 18, 2014, the

Second Amended and Restated Promissory Note, dated as of May 23, 2013, the Amended and Restated Promissory Note, dated as of March 27, 2013 and the original Promissory Note, dated as of June 20, 2012 (the “Original Issue Date”), each in the original principal amount of $150,000.

This Note shall be governed by, and construed in accordance with the laws of the State of Colorado.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first stated above.


MAKER:

REAL GOODS SOLAR, INC.

By:		/s/ Dennis Lacey
Name:		Dennis Lacey
Title:		Chief Executive Officer


Acknowledged and Agreed:

PAYEE:

RIVERSIDE FUND III, L.P.

By:		Riverside Partners III, LP, its general partner

By:		Riverside Partners III, LLC, its general partner

By:		/s/ David Belluck
Name:		David Belluck
Title:		Manager

EXHIBIT A

Form of Security Agreement

(See Attached.)

Exhibit 10.4

SECURITY AGREEMENT

This Security Agreement (the “Agreement”) is entered into as of March 16, 2015 is made by and among REAL GOODS SOLAR, INC., a Colorado corporation (“Real Goods”) (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”), 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, Real Goods Energy, Alteris, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “Debtor”), and RIVERSIDE FUND III L.P. (the “Secured Party”).

WHEREAS, Real Goods and Secured Party are parties to the Fourth Amended and Rested Promissory Note dated as of March 16, 2015, pursuant to which the Debtor owes Secured Party the sum of THREE MILLION DOLLARS ($3,000,000) (as the same may be amended, supplemented or restated from time to time, the “$3,000,000 Note”), together with interest on the unpaid principal amount;

WHEREAS, the Note was issued in replacement of and substitution for, but not in repayment or novation of, the Third Amended and Restated Promissory Note, dated as of August 18, 2014, the Second Amended and Restated Promissory Note, dated as of May 23, 2013, the Amended and Restated Promissory Note, dated as of March 27, 2013 and the original Promissory Note dated as of May 2, 2012, each in the original principal amount of $3,000,000; and

WHEREAS, Real Goods and Secured Party are parties to the Fourth Amended and Rested Promissory Note dated as of March 16, 2015, pursuant to which the Debtor owes Secured Party the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) (as the same may be amended, supplemented or restated from time to time, the “$150,000 Note,” and together with the $3,000,000 Note, the “Notes”), together with interest on the unpaid principal amount;

WHEREAS, the Note was issued in replacement of and substitution for, but not in repayment or novation of, the Third Amended and Restated Promissory Note, dated as of August 18, 2014, the Second Amended and Restated Promissory Note, dated as of May 23, 2013, the Amended and Restated Promissory Note, dated as of March 27, 2013 and the original Promissory Note dated as of June 20, 2012, each in the original principal amount of $150,000; and

WHEREAS, in connection with the Notes, the Secured Party has required the execution and delivery of this Agreement by the Debtor.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor hereby agrees with the Secured Party as follows:

1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the Uniform Commercial Code as in effect from time to time in all relevant jurisdictions (the “UCC”) are used in this Agreement with such meanings.

2. Grant of Security. Each Debtor hereby grants to the Secured Party, a continuing security interest in and to all of such Debtor’s right, title and interest in, to and under all of its tangible and intangible personal property, whether now or hereafter existing, owned or acquired (the “Collateral”), including, without limitation, all of such Debtor’s:

(a) goods (including, without limitation, inventory and equipment and any accessions thereto);

(b) instruments (including, without limitation, promissory notes);

(c) (i) all investment property in which such Debtor has an interest and (ii) all other equity interests which are interests in limited liability companies or partnerships in which such Debtor has an interest, in each case together with dividends and distributions payable in respect of the Collateral described in the foregoing clauses (i) and (ii);

(d) accounts;

(e) documents;

(f) chattel paper (whether tangible or electronic);

(g) deposit accounts;

(h) letter-of-credit rights;

(i) the commercial tort claims set forth in the exhibits hereto;

(j) general intangibles (including, without limitation, payment intangibles and software); and

(k) any and all proceeds (including all insurance proceeds) of, and all supporting obligations with respect to, the foregoing

but excluding the excluded collateral listed on Exhibit I attached hereto.

3. Security for Obligations. This Agreement and the Collateral in which the Secured Party is granted a security interest hereunder secures the following obligations of each Debtor to the Secured Party (collectively, the “Secured Obligations”):

(a) The prompt and complete payment and performance when due (whether by acceleration or otherwise) of the Notes, including, without limitation, all accrued but unpaid interest and all fees, costs and expenses due; and

(b) Any and all other liabilities and obligations of every name and nature whatsoever of each Debtor to the Secured Party whether such liabilities and obligations be direct

or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due including, without limitation and without regard as to whether or not contemplated at the time of this Agreement, any extensions of credit hereinafter made by the Secured Party to such Debtor, any obligations of such Debtor acquired by the Secured Party, and any guaranties by each Debtor of obligations owed by others to the Secured Party.

4. Debtors Remain Liable.

Anything contained herein to the contrary notwithstanding, (a) each Debtor shall remain liable under any contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Secured Party of any of its rights hereunder shall not release any Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral, and (c) the Secured Party shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

5. Representations and Warranties. Each Debtor represents and warrants as follows:

(a) Ownership of Collateral. Except as expressly permitted by this Agreement and for the security interests created by this Agreement, such Debtor owns the Collateral it is providing free and clear of any lien other than Permitted Liens. Except as expressly permitted by this Agreement and such as may have been filed in favor of the Secured Party relating to this Agreement, no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office. “Permitted Liens” shall mean (i) Liens securing taxes, assessments and other governmental charges or levies not yet due and payable or the claims of, or obligations owing to, materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business but not yet due and payable; (ii) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen’s compensation, unemployment insurance or similar legislation; (iii) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which in the sole judgment of the Secured Party do not materially detract from the value of such property or impair the use thereof in the business of the Debtor; (iv) Liens in favor of the Secured Party; and (v) a lien existing on the Collateral for the benefit of Silicon Valley Bank (the “Senior Lender”) to secure the Debtors’ obligations to the Senior Lender under that certain loan and security agreement dated as of December 19, 2011 among the Debtor and the Senior Lender (the “Senior Loan Agreement”) .

(b) Type and Jurisdiction of Organization. The Debtor is a duly organized entity and in good standing under the laws of the jurisdiction listed for it in the preamble hereto.

6. General Covenants of Debtor. Each Debtor shall:

(a) not sell, lease, transfer, or otherwise dispose of the Collateral or any interest therein without the prior written consent of the Secured Party except in the ordinary course of business or otherwise permitted by the Senior Lender in accordance with the Senior Loan Agreement;

(b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

(c) give the Secured Party 30 days’ prior written notice of (i) any change in the Debtor’s name or (ii) any merger, consolidation, reincorporation, reorganization, conversion or other action that results in a change of the jurisdiction of organization of the Debtor or otherwise affects the perfection and/ or priority of the security interest granted hereunder;

(d) pay as and when due and payable all taxes, levies, license fees, assessments, and other impositions levied on the Collateral or any part hereof or for its use and operation.

7. Maintenance of Collateral and Insurance.

(a) Each Debtor shall maintain the Collateral in good condition and repair and shall make all necessary repairs, replacements, additions, and improvements thereto. Each Debtor will hold and preserve its records concerning its all of its accounts and, without limiting the generality of the foregoing, for not less than 3 years from the date on which each of such Debtor’s accounts arose, each Debtor shall maintain complete records of such account and all documentation relating thereto.

(b) Each Debtor will maintain casualty and liability insurance with financially sound and reputable insurance companies in such amounts and coverages as may be reasonably satisfactory to the Secured Party, with losses payable, in the case of casualty policies, to the Debtor and the Secured Party as their respective interests may appear. All insurance policies shall name the Secured Party as loss payee and additional insured and shall contain such other terms and conditions as may be customarily required by Secured Party. The Debtor shall provide the Secured Party within 5 days request, a certificate of insurance evidence the naming of the Secured Party and endorsement to the insurance policies reflecting the Secured Party and an additional insured. All insurance proceeds received by the Secured Party may be applied in its discretion to the satisfaction of the Secured Obligations or to repair or replacement of any property which sustained the casualty, except as otherwise required by applicable law.

8. Inspections. The Secured Party may, upon reasonable prior notice, visit and inspect each Debtor’s property, to inspect and audit each Debtor’s books and records and make photocopies thereof, review the Debtor’s accounts and discuss the Debtor’s affairs, finances and accounts of with its officers, employees and accountants, all at such times during normal business hours and as often as the Secured Party may reasonably request, subject to the Debtor’s reasonable confidentiality requirements.

9. Further Assurances. Each Debtor agrees that from time to time the Debtor will, at its expense, promptly execute and deliver all further instruments and documents, and take all

further action, that may be necessary or desirable, or that the Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

10. Authorization to File Financing Statements. Each Debtor hereby authorizes the Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of any Debtor and ratifies the prior filing of any financing statements by the Secured Party.

11. The Secured Party Appointed Attorney-in-Fact. Each Debtor hereby constitutes and appoints the Secured Party its true and lawful attorney, irrevocably, with full power after the occurrence of an Event of Default (in the name of such Debtor or otherwise) to act, require, demand, receive, compound, and give acquittance for any and all monies and claims for monies due or to become due to such Debtor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Secured Party may deem to be necessary or advisable in the premises, which appointment as attorney is coupled with an interest.

12. The Secured Party May Perform. If any Debtor fails to perform any agreement contained herein, the Secured Party may itself perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Debtors under Section 16(b) hereof.

13. Standard of Care. The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

14. Remedies.

(a) Following the occurrence of a default hereunder or under the Note which continues beyond any applicable grace period the Secured Party shall have all of its rights and remedies hereunder and those provided by law or in equity. The Secured Party shall have all of the rights and remedies of a secured party under the UCC and shall have full power and authority to sell or otherwise dispose of the Collateral or any part thereof. Any such sale or other disposition, subject to the provisions of applicable law, may be by public or private proceedings and may be made by one or more contracts, as a unit or in parcels, at such time and place, by such method, in such manner and on such terms as the Secured Party may determine. Except as required by law, such sale or other disposition may be made without advertisement or notice of any kind or to any person. Where reasonable notification of the time or place of such sale or other disposition is required by law, such requirement shall have been met if such notice is delivered as provided in the Agreement, at least ten (10) days before the time of such sale or other disposition. Upon notice from the Secured Party, the Debtor shall assemble the Collateral at a time and place specified by the Secured Party. To the extent permitted by law, the Secured Party or any other holder of the Secured Obligations may buy any or all of the Collateral upon

any sale thereof. To the extent permitted by law, upon any such sale or sales, the Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption or any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency shall be necessary to effectuate any such sale or sales, each Debtor shall execute, as necessary, all applications or other instruments as may be required.

(b) The Secured Party may commence proceedings in any court of competent jurisdiction for the appointment of a receiver (which term shall include a receiver-manager) of the Collateral or of any part thereof. The Secured Party may, if permitted without the commencement of a proceeding, appoint any person to be a receiver of the Collateral or any part thereof and may remove any receiver so appointed and appoint another in his stead. Any such receiver appointed by the Secured Party, or a court at the request of the Secured Party, shall have power (i) to take possession of the Collateral or any part thereof; (ii) to carry on the business of the Debtor; (iii) to borrow money on the security of the Collateral for the maintenance, preservation or protection of the Collateral or any part thereof or for the carrying on of the business of the Debtor; and (iv) to sell, lease or otherwise dispose of the whole or any part of the Collateral at public auction, by public tender or by private sale, either for cash or upon credit, at such time and upon such terms and conditions as the receiver may determine; provided that the Secured Party shall not be in any way responsible for any misconduct or negligence of any such receiver.

15. Application of Proceeds.

(a) Except as expressly provided elsewhere in this Agreement, all proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied as follows:

(i) first, to the payment of any and all expenses and fees (including reasonable attorneys’ fees) incurred by the Secured Party in obtaining, taking possession of, removing, insuring, repairing, storing, and disposing of Collateral and any and all amounts incurred by the Secured Party in connection therewith;

(ii) second, to the payment of all interest accrued and unpaid on the Notes;

(iii) third, to the payment of the principal amount owing on the Note; and

(iv) fourth, to the payment of all other Secured Obligations then owing.

(b) If no Secured Obligation is outstanding, any surplus then remaining shall be paid to the Debtor, subject, however, to the rights of the holder of any then existing lien of which the Secured Party has actual notice (without investigation).

(c) Each Debtor shall be liable for any deficiency in payment of the Secured Obligations, including all reasonable costs and expenses of collection, custody, sale or other disposition or delivery and all other charges due against the Collateral, as provided hereunder.

16. Indemnity and Expenses.

(a) Each Debtor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including without limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from the Secured Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

(b) Each Debtor agrees to pay to the Secured Party upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by any Debtor to perform or observe any of the provisions hereof.

(c) The obligations of Debtor in this Section 16 shall (i) survive the termination of this Agreement and the discharge of the Debtor’s other obligations under this Agreement and the Notes.

17. Continuing Security Interest; Termination and Release.

(a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of the Secured Obligations, (ii) be binding upon the Debtor and its successors and assigns, and (iii) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of the Secured Party and its successors, transferees and assigns.

(b) Upon the payment in full of all Secured Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Debtor. Upon any such termination the Secured Party will, at the Debtors’ expense, execute and deliver to the Debtor such documents as the Debtor shall reasonably request to evidence such termination.

18. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of the Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Massachusetts without regard to conflict of law principles.

20. Notices. Any notice or other communication hereunder shall be made at the addresses, in the manner, and with the effect provided in annex I hereto.

21. Entire Agreement. This Agreement supersedes all prior communications, understandings and agreements of or between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties hereto with respect to the transactions contemplated herein.

22. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

23. Amendment. This Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed on behalf of all of the parties hereto or, in the case of a waiver, by the party waiving compliance.

24. Waiver. The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect the right to enforce that provision or any other provision hereof at any time thereafter.

25. Assignment. This Agreement shall be binding upon and inure to the benefit of only the parties hereto and no party may assign any of its rights or obligations hereunder.

26. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.

27. Subordination Agreement. This Agreement is subject to the terms and conditions contained in that certain Amended and Restetd Subordination Agreement dated as of March16, 2015 among the Debtor, the Secured Party and the Senior Lender

28 Joint and Several. All of the obligations hereunder of Real Goods, Real Goods Energy, Mercury, Mercury Solar, Elemental and Sunetric are joint and several.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Debtor has executed and delivered this Agreement as of the date first stated above.


REAL GOODS SOLAR, INC.		REAL GOODS ENERGY TECH, INC.

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

ALTERIS RENEWABLES, INC.		MERCURY ENERGY, INC.

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

REAL GOODS SOLAR, INC. - MERCURY SOLAR		ELEMENTAL ENERGY, LLC

By:	/s/ Dennis Lacey	By:	/s/ Dennis Lacey
Name:	Dennis Lacey	Name:	Dennis Lacey
Title:	Chief Executive Officer	Title:	Chief Executive Officer

SUNETRIC MANAGEMENT LLC

By:	/s/ Dennis Lacey
Name:	Dennis Lacey
Title:	Chief Executive Officer

Acknowledged and Agreed:

RIVERSIDE FUND III, L.P.

By:	Riverside Partners III, LP, its general partner

By:	Riverside Partners III, LLC, its general partner

By:	/s/ David Belluck
Name:	David Belluck
Title:	Manager

Signature Page to Security Agreement

EXHIBIT I

Excluded Collateral

Notwithstanding the foregoing, the Collateral shall not include any of the Debtor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by the Debtor or hereafter acquired and whether now existing or hereafter coming into existence (collectively, the “Pledged Collateral”):

the Excluded Shares now owned or hereinafter acquired;

all rights and privileges of the Debtor with respect to the membership interests and the other property referred to as Excluded Shares; and

all Proceeds of any of the Pledged Collateral.

“Excluded Shares” means, with respect to Alteris Renewables, Inc. 100% of the limited liability company interests in Alteris Project Finance Company LLC, together with (a) all certificates representing the same and any entries on the books of Alteris Project Finance Company LLC pertaining to such shares, and (b) all shares, limited liability company interests, or other ownership interests, securities, moneys or other property representing a dividend on or a distribution or return of capital on or in respect of the Excluded Shares, or resulting from a split-up, revision, reclassification or other like change of the Excluded Shares or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Excluded Shares.

Exhibit 99.1

LOGO

RGS Energy Renews $5 Million Credit Line with Silicon Valley Bank

and $3.15 Million Loans from Riverside

LOUISVILLE, CO, March 17, 2015 – RGS Energy (NASDAQ: RGSE), one of the nation’s largest and most recognized rooftop installers of solar equipment, has renewed its revolving line of credit with Silicon Valley Bank (SVB). The company also renewed its loans with Riverside Fund III, L.P, an affiliate of RGS Energy’s largest shareholder, Riverside Renewable Energy Investment (Riverside).

The latest amendment to the company’s credit facility with SVB provides RGS Energy with a $5 million revolving line of credit through March 15, 2016. The amendments to the loans from Riverside extend $3.15 million in loans through March 31, 2016.

“The extension of our line of credit and investor loans, coupled with our recently completed public offering, significantly strengthen our financial position,” said Dennis Lacey, CEO of RGS Energy. “This will allow us to focus on completing our restructuring and executing on our 2015 business plan to improve the efficiency and profitability of our business.”

About RGS Energy

RGS Energy (RGSE) is one of the nation’s pioneering solar energy companies serving commercial and residential customers. Beginning with one of the very first photovoltaic panels sold to the public in the U.S. in 1978, the Company has installed more than 22,500 solar power systems representing over 235 megawatts of 100% clean renewable energy. RGS Energy makes it very convenient for customers to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring, maintenance and support. For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name “Real Goods Solar, Inc.”

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions and forecasts about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “intend,” “will,” “may” and similar expressions as they relate to us are intended to identify such forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to

Exhibit 99.1

differ materially from those indicated in the forward-looking statements include, without limitation, the following: our ability to successfully complete our restructuring, execute on our 2015 business plan, and improve the efficiency and profitability of our business, and such other factors as discussed in the documents that RGS Energy has filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Media and Investor Relations Contact for RGS Energy:

Ron Both

Liolios Group, Inc.

Tel 1-949-574-3860

RGSE@liolios.com

depreciation expense and amortization expense

non-cash stock compensation expense

EBITDA (line A plus the sum of lines B.1 through B.4