Amendment No. 1 to Equity Distribution Agreement, dated August 9, 2023, by and among the Company, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC

Reference is made to the Equity Distribution Agreement (the “Agreement”), dated as of September 14, 2022, by and between FTC Solar, Inc., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC (the “Prior Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

In connection with the foregoing, the parties hereto wish to amend the Agreement through this Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

SECTION 1.  Amendments to the Agreement. The parties hereto agree, from and after the Effective Date, that:

Ladies and Gentlemen:

FTC Solar, Inc., a Delaware corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (“Barclays”), as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Equity Distribution Agreement (this “Agreement”), of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $100,000,000 (the “Maximum Amount”), including sales made under this Agreement to the Effective Date, on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.”

(b) Section 10 of the Agreement is hereby amended and restated in its entirety to read as follows:

If to Barclays Capital Inc.:

If to the Company:

SECTION 2.   Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement, as amended hereby. Barclays Capital Inc. shall be considered to be the Agent in the offering of the Shares under the Agreement on and after the Effective Date to the same extent as if it were a party to the Agreement on the date of the execution thereof.

SECTION 4.  No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect.  All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Agreement.

SECTION 5.  Miscellaneous.

(a) Governing Law. This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Submission to Jurisdiction. The parties hereto submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Amendment, the Agreement or the transactions contemplated hereby and thereby. The parties waive any objection which they may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The parties agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the parties and may be enforced in any court to the jurisdiction of which the parties are subject by a suit upon such judgment.

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS  AMENDMENT OR THE AGREEMENT.

SECTION 6.  Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment or the Agreement.

SECTION 7.  Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. This Amendment may be delivered by any party by facsimile or other electronic transmission. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment, or any document to be signed in connection with this Amendment, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.