Exhibit 99.3

AMENDMENT TO
EXCLUSIVE MASTER SUPPLY AGREEMENT

This AMENDMENT TO EXCLUSIVE MASTER SUPPLY AGREEMENT is entered into as of the 19^th day of May, 2016, between Solar Solutions and Distribution LLC, a Colorado limited liability company (“Seller”), and Real Goods Solar, Inc., a Colorado limited liability company (“Buyer”).

RECITALS

1.          Buyer and Seller entered into that Exclusive Master Supply Agreement dated the 29^th date of April 2015 (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented, extended or otherwise modified, collectively, the “Contract”; all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms under the Contract).

2.          Buyer as a Borrower and Seller as Lender are parties to that certain Amended and Restated Loan and Security Agreement dated March 30, 2016 (the “Loan Agreement”).

3.          Under the Loan Agreement, Buyer and Seller agreed to amend the Contract to provide that each invoice provided by Seller under the Contract shall be due immediately upon Buyer’s receipt of such invoice and the parties desire to amend the Contract accordingly.

4.          The parties also desire to extend the term of the Contract and to modify the Listed Products.

5.          Buyer and Seller now desire to amend the Contract pursuant to the terms set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the promises, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Section 2.1 of the Contract is hereby deleted and replaced in its entirety with the following:

The term of the Agreement shall be from the Effective Date until the expiration or termination of the Loan Agreement (the “Term”), unless terminated sooner by either Party pursuant to the terms and conditions of this Agreement. This Agreement shall apply to all of Buyer’s pending orders from Seller within thirty (30) days prior to the Effective Date.

2.          Section 4.2 of the Contract is hereby deleted and replaced in its entirety with the following:

Invoices shall be prepared and electronically transmitted to Buyer within one (1) business day of each shipment of the Products. Each invoice shall be dated as of the date of its shipment date to Buyer. Each invoice shall be due immediately after transmission of the invoice to Buyer. If not paid in cash immediately, each invoice will be paid under the Loan Agreement and shall be governed by the terms and interest of the Loan Agreement.

3.          Exhibit A of the Contract is hereby deleted and replaced in its entirety with the Exhibit A attached hereto and incorporated herein by this reference.

4.          Other Terms Unchanged. Except as expressly modified hereby, the terms and provisions of the Contract shall remain unchanged and in full force and effect.

5.          Other Documents. Buyer and Seller agree to execute any other documents which may be necessary to carry out the intentions of the parties hereunder and under the Contract.

6.          Counterparts; Fax Signatures. This Amendment may be executed in counterparts, and all counterparts when taken together shall constitute one and the same original agreement. Executed counterparts of this Amendment delivered by e-mail shall be deemed an original counterpart.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and effective as of the date first above written.

EXHIBIT A