Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2020, Real Goods Solar, Inc. (the "Company") entered into a First Amendment to Dealer-Manager Agreement (the "Amendment") with Advisory Group Equity Services, Ltd. d/b/a RHK Capital ("RHK Capital") to amend the terms of the Dealer-Manager Agreement originally entered into on November 15, 2019 (the "Dealer-Manager Agreement") to extend the stand-by placement period described therein until November 18, 2020.

As contemplated by the Dealer-Manager Agreement, RHK Capital will act as placement agent and use its commercially reasonable efforts to place the unsubscribed shares of Series 1 Preferred Stock remaining after the Company's recently completed rights offering during the stand-by placement period. RHK Capital is not acting as an underwriter, and no assurance can be given that any unsubscribed shares of Series 1 Preferred Stock will be sold during this stand-by placement period.

A copy of the Amendment is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01. Other Events.

On January 17, 2020, the Company entered into a Subscription Agent and Escrow Agreement with Continental Stock Transfer & Trust Company pursuant to which Continental Stock Transfer & Trust Company will serves as the subscription and escrow agent during the stand-by placement period described above. Under the Subscription Agent and Escrow Agreement, the Company will pay Continental Stock Transfer & Trust Company a fee of $25,000 for the period ending on February 29, 2020 and $2,500 for each subsequent month. The Company will also reimburse Continental Stock Transfer & Trust Company for reasonable out-of-pocket expenses. The Subscription and Escrow Agent Agreement contains customary indemnification and limitation of liability provisions. A copy of the Subscription and Escrow Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.      Description

  1.1        First Amendment to Dealer-Manager Agreement, dated January 17, 2020,
           by and between Real Goods Solar, Inc. and Advisory Group Equity
           Services Ltd., d/b/a RHK Capital.

  99.1       Subscription Agent and Escrow Agreement, dated January 17, 2020, by
           and between Real Goods Solar, Inc. and Continental Stock Transfer &
           Trust Company

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