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The Company also anticipates that its reported
results for the three months and six months ended June 30, 2016, will show a material decrease in change in derivative liabilities
versus the prior year three month and six month periods ended June 30, 2015, respectively. Depending on results of the Valuation
process described above, the Company’s net loss for the three months and six months ending June 30, 2016 is anticipated to
be materially increased compared to the same periods in 2015.
Cautionary Statement Regarding Forward Looking
Statements
Certain statements contained in this Form 12b-25
include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section
21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include information concerning the
Company's outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate
to any historical or current fact. These forward-looking statements often include words such as "believe," "expect,"
"project," "anticipate," "intend," "plan," "estimate," "seek," "will,"
"may," "would," "should," "could," "forecasts" or similar expressions.
These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well
as its perceptions of historical trends, current conditions, expected future developments and other factors that the Company believes
are appropriate in these circumstances. The Company believes these judgments are reasonable, but the reader should understand
that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed
in the forward-looking statements due to a variety of important factors, both positive and negative. Such forward-looking statements
include, but are not limited to, statements regarding the timing the Company’s filing of its quarterly report on Form 10-Q
for the six months ended June 30, 2016 and the fair value of the derivative under Accounting Standards Codification 815,
Derivatives
and Hedging
. Real Goods Solar, Inc. cautions that these statements are qualified by important factors that could cause actual
results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, among
others: (a) changes in prices of the company's common stock; (b) changes in the market for the company's products and services;
and (c) other risks as detailed in Real Goods Solar, Inc.’s Annual Report on Forms 10-K and 10-K/A for the fiscal year ended
December 31, 2015, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, and subsequent filings with the
Securities and Exchange Commission.
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