FTC Solar, Inc. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2

FTC Solar, Inc.

AMENDMENT NO. 1

TO

REGISTRATION RIGHTS AGREEMENT

February 17, 2022

Reference is made to the Registration Rights Agreement, dated as of April 29, 2021 (the “Agreement”), by and among FTC Solar, Inc., a Delaware corporation (the “Company’), and the persons and entities listed on Schedule I thereto. All capitalized terms used in this Amendment No. 1 to the Agreement and not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

The Company agrees as follows:

1.Amendments to the Agreement. Pursuant to Section 16(b) of the Agreement, the Agreement is amended as follows:

a.The definition of “Registrable Securities” in Section 1(a) of the Agreement is hereby deleted and replaced with the following:

“Registrable Securities” means any Company Shares held by a Holder as of the date such Holder entered this Agreement and any securities issued or issuable in respect of such Company Shares or by way of conversion, amalgamation, exchange, share dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until the earliest to occur of (i) a Registration Statement covering such Company Shares has been declared effective by the SEC and such Company Shares have been sold or otherwise disposed of pursuant to such effective Registration Statement, (ii) such Company Shares are otherwise transferred (other than to a Permitted Transferee thereof) and the Company has delivered a new certificate or other evidence of ownership for such Company Shares, (iii) such Company Shares are repurchased by the Company or a Subsidiary of the Company or otherwise cease to be outstanding or (iv) such Company Shares may be resold pursuant to Rule 144, without regard to volume or manner of sale limitations, whether or not any such sale has occurred, unless such Registrable Securities are held by a Qualified Shareholder.

b.Schedule I to the Agreement is hereby deleted and replaced with the Schedule I attached hereto, in order to add Xxxx Xxxxxxx, the Company’s President, Chief Executive Officer and Director, and Fernweh Engaged Operator Company LLC as Holders with certain registration rights under the Agreement.

2.No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,

FTC SOLAR, INC.

By: /s/ Xxxxxxx X. Cook_______________

Name: Xxxxxxx X. Xxxx

Title: Chief Financial Officer

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

ACKNOWLEDGED AND ACCEPTED, as of the date first above written:

HOLDER:

/s/ Xxxx Hunkler______________________

By: Xxxx Xxxxxxx

Title: President, Chief Executive Officer and Director

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

ACKNOWLEDGED AND ACCEPTED, as of the date first above written:

HOLDER:

Fernweh Engaged Operator Company LLC

/s/ Xxxxxx Flynn______________________

By: Xxxxxx Xxxxx

Title: President, General Counsel and CCO

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

SCHEDULE I

HOLDERS OF REGISTRABLE SECURITIES

Legal Name	Mailing Address	Email	Phone
ARC Family Trust
Xxxxx Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
South Lake One LLC
Xxxxxxx Xxxxxx Revocable Living Trust dated 4/4/11
ChristSivam, LLC
DS 2021 GRAT
Xxxx Xxxxxx 2021 XXXX
Xxxxxx 2021 Family Trust
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx
Xxxxxxx X. Xxxx
Xxx X. Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxx

Xxx Xxxxxxxxx

Xxxxx X. Xxxx

Xxxxxxxx Xxxxxxxxxxxx

Xxxxxxxx Xxxxx

Xxxxxxx Xxxxxx

Xxxxxx Xxxxx

Xxxx Xxxxx

TCV 2021 Trust

Xxxx Xxxxxx

KC 2021 Trust

Xxxxxxx X. “X.X.” Xxxxxxx

Xxxxxxx Xxxxxx (“Xxxx”) Xxxxxx, Jr.

Lisan Xxxx

Xxxxxx Avenier

Xxxxxxx Xxxx 2021 Trust

Xxxx 2021 Family Trust

Xxxxxx 2021 Family Trust

Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxxx

Xxxxxx Xxxxxxxxx

Xxxx Xxxxxxx

Fernweh Engaged Operator Company LLC