PROPOSAL 1

APPROVAL OF A REVERSE STOCK SPLIT

(Item No. 1 on Proxy Card)

Our board of directors has adopted resolutions approving, declaring advisable and recommending that our shareholders approve a reverse stock split of all of our outstanding shares of our Class A common stock at a specific ratio within a range from one-for-five to one-for-thirty-five (the “Reverse Stock Split”). If approved by our shareholders, Proposal 1 would permit (but not require) our board of directors to affect the Reverse Stock Split at any time before January 23, 2018 by a ratio of not less than one-for-five and not more than one-for-thirty-five with the exact ratio to be set at a whole number within this range as determined by our board of directors in its sole discretion.

We believe that enabling our board of directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our shareholders. In determining a ratio, if any, following the receipt of shareholder approval, our board of directors will consider, among other things, factors such as:

Reasons for the Reverse Stock Split

Beginning on November 4, 2016 and thereafter, the closing bid price for our Class A common stock has been below the minimum $1.00 per share requirement for continued inclusion on NASDAQ in NASDAQ Listing Rule 5550(a)(2). If the closing bid price for our Class A common stock continues to be below $1.00 per share for 30 consecutive business days, we will no longer be in compliance with NASDAQ Listing Rule 5550(a)(2). If that were to occur, we expect to receive a notification from NASDAQ about non-compliance, giving us 180 calendar days to regain compliance. We may be eligible for an additional 180-day compliance period thereafter. If we are not able to cure the deficiency during any applicable compliance periods, the NASDAQ staff will provide notice that our Class A common stock will be subject to delisting from The NASDAQ Capital Market.

Regain Compliance with NASDAQ Listing Rule 5550(a)(2) . To regain compliance, the bid price of our Class A common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days any time before the expiration of the grace periods described above. Our board of directors has concluded that, absent a significant market-driven increase in our stock price, the best way for us to increase the closing bid price of our Class A common stock to the level satisfactory for meeting the continued listing requirements of NASDAQ is to affect the Reverse Stock Split. We believe that retaining listing of our Class A common stock on NASDAQ improves the marketability and liquidity of our Class A common stock by making it available to a broader range of potential investors. If our Class A common stock was delisted from The NASDAQ Capital Market, we believe this would reduce the volume of shares traded and increase the volatility of our stock price. We believe that the Reverse Stock Split will be sufficient to satisfy the minimum $1.00 per share requirement for continued inclusion on NASDAQ. However, following the Reverse Stock Split, there can be no assurance that the market price of our Class A common stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Class A common stock can be maintained at the minimum per share bid price required by NASDAQ.

Increased Share Price . A reverse stock split may increase the trading price of shares of our Class A common stock, potentially making them more attractive to investors. In particular, many institutional investors are only able to own shares of common stock that meet minimum share price thresholds.

Reduced Shareholder Transaction Costs . Because investors typically pay commissions based on the number of shares traded when they buy or sell shares of our Class A common stock, investors may pay lower commissions for trading a given dollar amount of our Class A common stock if the Reverse Stock Split occurs.

Effects of the Reverse Stock Split

After the effective date of the proposed Reverse Stock Split, each shareholder will own a reduced number of shares of our Class A common stock. As of the Record Date, ________ shares of our Class A common stock were issued and outstanding. The table below illustrates and exemplifies, as of the Record Date, the number of outstanding shares of Class A common stock that would result from the Reverse Stock Split at the listed ratios (including whole shares that are issued in lieu of fractional shares):

When implemented, the number of shares of our Class A common stock owned by each of our shareholders will be reduced by the same proportion as the reduction in the total number of shares of our Class A common stock outstanding. The Reverse Stock Split will affect all holders of our Class A common stock uniformly and will not affect any shareholder’s percentage ownership or voting interest in our company (except for shareholders receiving one whole share for a fractional share interest). None of the rights currently accruing to holders of our Class A common stock will be effected by the Reverse Stock Split.

Shareholders should also recognize that once the Reverse Stock Split is effected, they will own a fewer number of shares than they currently own (a number equal to the quotient of the number of shares owned immediately before the Reverse Stock Split divided by, for example, 20, assuming a ratio of one-for-twenty). While we expect that the Reverse Stock Split will result in an increase in the per share price of our Class A common stock, the Reverse Stock Split may not increase the per share price of our Class A common stock in proportion to the reduction in the number of shares of our Class A common stock outstanding. It also may not result in a permanent increase in the per share price, which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding. The history of similar reverse stock splits for companies in similar circumstances is varied. We cannot predict the effect of the Reverse Stock Split upon the market price over an extended period and, in some cases, the market value of a company’s common stock following a reverse stock split declines.

Once the Reverse Stock Split is effected, and should the per-share price of our Class A common stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the liquidity of our Class A common stock could be adversely effected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

The Reverse Stock Split will also not affect the ability of our board of directors to designate preferred stock, and the par value and authorized number of shares of preferred stock will not be adjusted as a result of the Reverse Stock Split. Neither the authorized but unissued shares of Class A common stock nor the par value for our Class A common stock will adjust as a result of the Reverse Stock Split. If effected, the Reverse Stock Split will reduce the number of issued and outstanding shares of Class A common stock and, therefore, make available more shares of our Class A common stock for future issuances in connection with our outstanding options and warrants, our Senior Secured Convertible Notes due April 1, 2019 (the “Notes”), our 2008 Long Term Incentive Plan, future capital raises, and other business purposes. As of the Record Date, following, for example, a one-for-twenty reverse stock split, we would have approximately _____ million shares outstanding, approximately _________ shares issuable pursuant to the terms of the Notes (assuming conversion of the Notes at the conversion price floor of $0.25), approximately _____ shares issuable upon exercise of outstanding options, approximately _____ shares issuable upon exercise of outstanding warrants, based on the current terms of such securities, and approximately _____ million shares of Class A common stock available for issuance.

Our board of directors will have the authority, subject to applicable securities laws and, to the extent applicable, securities exchange listing requirements, to issue all authorized and unissued shares without further shareholder approval, upon such terms and conditions as our board of directors deems appropriate. Other than with respect to outstanding options and warrants, the Notes and under the Amended and Restated Loan Agreement, dated March 30, 2016, with Solar Solutions and Distribution, LLC, we do not presently have any definitive agreement(s) to issue any shares of Class A common stock.

Further, an effect of the existence of authorized but unissued capital stock may be to enable our board of directors to render more difficult, or to discourage an attempt, to obtain control of our company by means of a merger, tender offer, proxy contest, or otherwise, and thereby to protect the continuity of our management. If, in the due exercise of its fiduciary obligations, for example, our board of directors were to determine that a takeover proposal was not in our best interests, such shares could be issued by our board of directors without shareholder approval in one or more private placements or other transactions that might prevent, or render more difficult or costly, completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group, by creating a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. We do not have any current plans, proposals, or arrangements to propose any amendments to our articles of incorporation or bylaws that would have a material anti-takeover effect. Further, we have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our Class A common stock or obtain control of our company, nor is it a plan by management to recommend a series of similar actions to our board of directors or our shareholders. The board of directors does not intend for any of these transactions to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Moreover, as a result of the Reverse Stock Split, some shareholders may own less than 100 shares of our Class A common stock. A purchase or sale of less than 100 shares, known as an “odd lot” transaction, may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those shareholders who own less than 100 shares following the Reverse Stock Split may be required to pay higher transaction costs if they sell their shares of Class A common stock.

No fractional shares of post-Reverse Stock Split Class A common stock will be issued to any shareholder. In lieu of any such fractional share interest, each holder of pre-Reverse Stock Split Class A common stock who would otherwise be entitled to receive a fractional share of post-Reverse Stock Split Class A common stock will receive one whole share of Class A common stock for each fractional share.

Effects of the Reverse Stock Split on Outstanding Options and Warrants and the Notes

If the Reverse Stock Split is effected, any outstanding options and warrants entitling their holders to purchase shares of our Class A common stock will be proportionately reduced by our board of directors in the same ratio as the reduction in the number of shares of outstanding Class A common stock. The terms of the respective options and warrants will determine how any fractional shares resulting from such reduction will be handled, except, to extent necessary to comply with the requirements of Code Section 409A, any fractional shares resulting from such reduction will be rounded down to the nearest whole share. Correspondingly, the per share exercise price of such options and warrants will be increased in direct proportion to the Reverse Stock Split ratio determined by the board of directors, so that the aggregate dollar amount payable for the purchase of the shares subject to such securities will remain unchanged.

If the Reverse Stock Split is effected, the fixed conversion price of the Notes will be increased in direct proportion to the Reverse Stock Split ratio determined by the board of directors. The floating conversion price of the Notes is dependent on the market price of the Class A common stock. It is expected that the Reverse Stock Split will cause an immediate increase in the market price of the Class A common stock. As a result, if the Notes are converted using an increased conversion price (whether fixed or floating), a smaller amount of shares of Class A common stock are issuable under the Notes than immediately before the Reverse Stock Split. Further, the minimum trading price equity conditions contained in the Notes will be increased in direct proportion to the Reverse Stock Split ratio determined by the board of directors. The $0.25 conversion price floor in the Notes will not change as a result of the Reverse Stock Split.

Effects of the Reverse Stock Split on Our 2008 Long Term Incentive Plan

With respect to the number of shares authorized for issuance under our 2008 Long Term Incentive Plan, our board of directors will proportionately reduce the number of authorized shares in accordance with the terms of the 2008 Long Term Incentive Plan. As of the Record Date there were _______ shares of Class A common stock authorized for issuance under the 2008 Long Term Incentive Plan, of which ________ remained available for future awards. Following the Reverse Stock Split, if effected, the number of authorized shares under the 2008 Long Term Incentive Plan will be reduced in direct proportion to the Reverse Stock Split ratio determined by our board of directors.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following is a discussion of certain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below). This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to U.S. holders in light of their particular circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and current Treasury regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT.

This discussion does not address tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, real estate investment trusts, personal holding companies, U.S. holders whose functional currency is not the U.S. dollar, partnerships (or other flow-through entities for U.S. federal income purposes and their partners or members), persons who acquired their shares in connection with employment or other performance of services, broker-dealers, foreign entities, nonresident alien individuals, U.S. expatriates and tax-exempt entities. This summary also assumes that the shares of Class A common stock are held as a “capital asset,” as defined in Section 1221 of the Code.

As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

Pursuant to the Reverse Stock Split, each holder of our Class A common stock outstanding immediately before the effectiveness of the Reverse Stock Split will become the holder of fewer shares of our Class A common stock after consummation of the Reverse Stock Split.

The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, other than with respect to any shareholder that receives one whole share for each fractional share (as described below), a shareholder generally will not recognize gain or loss by reason of such shareholder’s receipt of post-Reverse Stock Split shares pursuant to the Reverse Stock Split solely in exchange for pre-Reverse Stock Split shares held by such shareholder immediately before the Reverse Stock Split. Subject to the following discussion regarding a shareholder’s receipt of a whole post-Reserve Stock Split share in exchange for a fractional share, a shareholder’s aggregate tax basis in the post-Reverse Stock Split shares received pursuant to the Reverse Stock Split will equal the shareholder’s aggregate basis in pre-Reverse Stock Split shares exchanged therefor and will be allocated among the post-Reverse Stock Split shares received in the Reverse Stock Split on a pro-rata basis.

A shareholder may recognize gain or loss from the disposition of a fractional pre-Reverse Stock Split share in exchange for a whole post-Reverse Stock Split share, which may affect its adjusted basis in such whole share received. The treatment of the exchange of a fractional share for a whole share in the Reverse Stock Split is not clear. We intend to treat the issuance to a shareholder of a whole share in exchange for a fractional share as a nontaxable event, but there can be no assurance that the Internal Revenue Service would not contend, or that a court would not find, that a shareholder should recognize gain or loss on its receipt of a whole share in exchange for a fractional share. If you are a shareholder who receives a whole post-Reverse Stock Split share pursuant to the Reverse Stock Split solely in exchange for a fractional pre-Reverse Stock Split share, you should consult your tax advisor regarding the tax consequences of the Reverse Stock Split.

Shareholders who have used the specific identification method to identify their basis in the pre-Reverse Stock Split shares held immediately before the Reverse Stock Split should consult their own tax advisors to determine their basis in the post-Reverse Stock Split shares received in exchange therefor in the Reverse Stock Split. A shareholder’s holding period in the post-Reverse Stock Split shares received pursuant to the Reverse Stock Split will generally include the shareholder’s holding period in the pre-Reverse Stock Split shares surrendered in exchange therefor, provided the pre-Reverse Stock Split shares surrendered are held as capital assets at the time of the Reverse Stock Split.

Accounting Matters

The Reverse Stock Split will not affect the par value of our Class A common stock per share, which will remain $0.0001 par value per share. As a result, on the effective date of the Reverse Stock Split, if effected, the stated capital on our balance sheet will be reduced proportionately based on the Reverse Stock Split ratio, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per-share net income or loss will be higher because there will be fewer shares of Class A common stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Reverse Stock Split would be recast to give retroactive effect to the Reverse Stock Split.

Exchange Act Matters

Our Class A common stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split, if implemented, will not affect the registration of our Class A common stock under the Exchange Act or our reporting or other requirements thereunder. Our Class A common stock is currently quoted on The NASDAQ Capital Market under the symbol “RGSE” and we expect that our Class A common stock would continue to be quoted on The NASDAQ Capital Market. We would also obtain a new CUSIP number for the Class A common stock at the time of the Reverse Stock Split, which would be reflected on new stock certificates issued by us and in electronic entry systems. We must also provide NASDAQ with at least 15 calendar days advance notice of the effective date of the Reverse Stock Split in compliance with Rule 10b-17 under the Exchange Act.

Effective Date

The Reverse Stock Split, if approved by our shareholders, would become effective upon the date determined by our board of directors. On the effective date of the Reverse Stock Split, shares of Class A common stock issued and outstanding immediately prior thereto will be combined and converted, automatically and without any action on the part of the shareholders, into new shares of Class A common stock in accordance with the Reverse Stock Split ratio determined by the board of directors. As soon as practical after the effective date, the shareholders will be notified that the Reverse Stock Split has been effected.

If our shareholders approve this Proposal 1, it is our current expectation that our board of directors will set a date for the Reverse Stock Split shortly after the date of this special meeting. However, our board of directors reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if, at any time our board of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our shareholders to proceed with the Reverse Stock Split.

  Effect on Registered and Beneficial Shareholders

Upon the Reverse Stock Split, the Company intends to treat shareholders holding shares of our Class A common stock in “street name” (that is, held through a bank, broker, custodian or other nominee) in the same manner as shareholders of record whose shares of Class A common stock are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Class A common stock in “street name;” however, these banks, brokers, custodians or other nominees may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our Class A common stock with a bank, broker, custodian or other nominee, and have any questions in this regard, we encourage you to contact your bank, broker, custodian or other nominee.

Effect on “Book-Entry” Shareholders of Record

Certain of our shareholders of record may hold some or all of their shares electronically in book-entry form with our transfer agent. These shareholders will not have stock certificates evidencing their ownership of our Class A common stock. They are, however, provided with a statement reflecting the number of shares of Class A common stock registered in their accounts.

If you hold registered pre-Reverse Stock Split shares in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares in registered book-entry form, if applicable. A transaction statement will automatically be sent to your address of record as soon as practicable after the effective time of the Reverse Stock Split indicating the number of post-Reverse Stock Split shares you hold.

Exchange of Stock Certificates

Some shareholders of record hold their shares of our Class A common stock in certificate form or a combination of certificate and book-entry form. If any of your shares of our Class A common stock are held in certificate form, our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective time of the Reverse Stock Split, a letter of transmittal will be sent to our shareholders of record as of the effective time for purposes of surrendering to the transfer agent certificates representing pre-Reverse Stock Split shares in exchange for certificates representing post-Reverse Stock Split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the exchange agent. From and after the effective time of the Reverse Stock Split, any certificates formerly representing pre-Reverse Stock Split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing post-Reverse Stock Split shares.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

No Appraisal Rights

No shareholder will have appraisal or dissenter’s rights with respect to the Reverse Stock Split and Proposal 1.

Interests of our Officers and Directors in Proposal 1

We do not believe that our officers or directors have interests in Proposal 1 that are different from or greater than those of any other of our shareholders.

Vote Required

Approval of this Proposal 1 requires the affirmative vote of a majority of the votes cast “FOR” and “AGAINST” the proposal. For purposes of determining the number of votes cast on the matter, only those cast “FOR” and “AGAINST” are included, while abstentions and broker non-votes will have no effect on the outcome of this proposal. Unless instructions to the contrary are specified in a properly executed and returned proxy, the proxy holders will vote the proxies received by them “FOR” this Proposal 1.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 TO APPROVE THE PROPOSED REVERSE STOCK SPLIT