FTC Solar, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2024 • FTC Solar, Inc. • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among FTC Solar, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2024 • FTC Solar, Inc. • Semiconductors & related devices
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is by and among FTC Solar, Inc., a Delaware corporation, and/or its successor(s) (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • May 1st, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
FTC Solar, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2021 • FTC Solar, Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement is effective as of [●], 2021, (this “Agreement”) and is between FTC Solar, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 4th, 2024 • FTC Solar, Inc. • Semiconductors & related devices • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of December 4, 2024, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • December 4th, 2024 • FTC Solar, Inc. • Semiconductors & related devices • New York
This GUARANTY, dated as of December 4, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of AV Securities, Inc., in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
FTC SOLAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2025 • FTC Solar, Inc. • Semiconductors & related devices • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of April 30, 2021, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Cathy Behnen (“Executive” and, together with the Company, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 2, 2025, is by and between FTC Solar, Inc., a Delaware corporation, and/or its successor(s) (the “Company”), and AV Securities, Inc. (the “Buyer”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 14th, 2022 • FTC Solar, Inc. • Semiconductors & related devices • New York
FTC Solar, Inc., a Delaware corporation (the “Company”), confirms its agreement with Credit Suisse Securities (USA) LLC (“Credit Suisse”), 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”) 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.
FTC SOLAR, INC. 2017 Stock Incentive Plan Adopted by the Board on January 9, 2017 Approved by the Stockholders on January 9, 2017Stock Incentive Plan • April 19th, 2021 • FTC Solar, Inc. • Semiconductors & related devices
ContractWarrant Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
THIS WARRANT (AS DEFINED BELOW) AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2026 • FTC Solar, Inc. • Semiconductors & related devices
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2026, is made by and between FTC SOLAR, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 2nd, 2022 • FTC Solar, Inc. • Semiconductors & related devices • New York
This Amendment No. 2 to Credit Agreement, dated as of June 2, 2022 (this “Amendment”), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders a party hereto, which constitute Required Lenders under the Existing Credit Agreement (as defined below).
FTC SOLAR, INC. SHARE TARGET RESTRICTED STOCK UNIT INDUCEMENT AGREEMENTShare Target Restricted Stock Unit Inducement Agreement • August 16th, 2024 • FTC Solar, Inc. • Semiconductors & related devices • Delaware
THIS SHARE TARGET RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT and the Award granted hereunder is made outside the terms of the FTC Solar, Inc. 2021 Stock Incentive Plan (as amended or amended and restated from time to time, the “Plan”) and the share reserve thereunder, as an “employment inducement award” within the meaning of Nasdaq Listing Rule 5635(c), as of , 2024 (the “Grant Date”) between FTC Solar, Inc., a Delaware corporation (the “Company”), and Yann Brandt (the “Participant”) provided that the Participant commences employment on such date. Notwithstanding the foregoing, subject to the terms and conditions herein, the Award will be governed by the terms and conditions set forth in the Plan as if it had been granted under the Plan. The provisions of the Plan are hereby incorporated herein by reference. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.
REGISTRATION RIGHTS AGREEMENT by and among FTC SOLAR, INC. andRegistration Rights Agreement • April 19th, 2021 • FTC Solar, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [________], 2021, by and among FTC Solar, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Securities, including any Permitted Transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).
FTC SOLAR, INC. RESTRICTED STOCK UNIT INDUCEMENT AGREEMENTRestricted Stock Unit Inducement Agreement • August 16th, 2024 • FTC Solar, Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT and the Award granted hereunder is made outside the terms of the FTC Solar, Inc. 2021 Stock Incentive Plan (as amended or amended and restated from time to time, the “Plan”) and the share reserve thereunder, as an “employment inducement award” within the meaning of Nasdaq Listing Rule 5635(c), as of , 2024 (the “Grant Date”) between FTC Solar, Inc., a Delaware corporation (the “Company”), and Yann Brandt (the “Participant”) provided that the Participant commences employment on such date. Notwithstanding the foregoing, subject to the terms and conditions herein, the Award will be governed by the terms and conditions set forth in the Plan as if it had been granted under the Plan. The provisions of the Plan are hereby incorporated herein by reference. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. SECOND AMENDMENT AND...Credit Agreement • March 24th, 2026 • FTC Solar, Inc. • Semiconductors & related devices
This SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT, dated as of March 23, 2026 (this “Amendment”), is entered into by and among FTC Solar, Inc., a Delaware corporation (the “Borrower”), and Acquiom Agency Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and, pursuant to the limited power of attorney set forth in the Lender Direction Letter (as defined below), as attorney-in-fact for each Directing Lender (as defined below) party hereto.
May 11, 2023Employment Agreement • March 31st, 2025 • FTC Solar, Inc. • Semiconductors & related devices
Re: Amendment to Employment Agreement, dated as of April 30, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Cathy Behnen (“you”)
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2023 • FTC Solar, Inc. • Semiconductors & related devices • New York
This Amendment No. 3 to Credit Agreement, dated as of June 7, 2023 (this “Amendment”), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the “Borrower”), and BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 16th, 2022 • FTC Solar, Inc. • Semiconductors & related devices • New York
This Amendment No. 1 to Credit Agreement, dated as of December 2, 2021 (this “Amendment”), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the “Borrower”), HSBC BANK USA, N.A. (“HSBC”) and BARCLAYS BANK PLC, as an Issuing Lender (in such capacity, the “Barclays Issuing Lender”) and as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 11, 2025 (this “Amendment”), is entered into by and among FTC Solar, Inc., a Delaware corporation (the “Borrower”) and Acquiom Agency Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and, pursuant to the limited power of attorney set forth in the Lender Direction Letter (as defined below), as attorney-in-fact for each Directing Lender (as defined below) party hereto.
Terms for AV Securities – FTC Solar (FTCI) Investment AgreementInvestment Agreement • March 10th, 2025 • FTC Solar, Inc. • Semiconductors & related devices
This term sheet (the “Term Sheet”) sets forth the principal terms and conditions relating to an investment by AV Securities and its affiliates in FTC Solar, Inc., and shall be binding on the parties hereto.
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. MEMBERSHIP INTEREST...Membership Interest Purchase Agreement • November 12th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • Delaware
This Membership Interest Purchase Agreement (the “Agreement”), dated as of November 11, 2025 (the “Agreement Date”), is entered into by and among FTC Solar, Inc., a Delaware corporation (“Buyer”), Taihua New Energy (Thailand) Co., Ltd., a limited liability company organized under the laws of the Kingdom of Thailand (the “Taihua Member”), and DAYV LLC, a Delaware limited liability company, (the “DAYV Member”, and, together with the Taihua Member, the “Selling Members” and each, a “Selling Member”).
August 17, 2022Employment Agreement • May 10th, 2024 • FTC Solar, Inc. • Semiconductors & related devices
Re: Amendment to Employment Agreement, dated as of June 14, 2022 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sasan Aminpour (“you”)
GUARANTEE AND COLLATERAL AGREEMENT dated as of July 2, 2025 among FTC SOLAR, INC., as Borrower, the Subsidiaries of the Borrower from time to time party hereto and ACQUIOM AGENCY SERVICES, LLC, as the Administrative AgentGuarantee and Collateral Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of July 2, 2025 (this “Agreement”), among FTC Solar, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and Acquiom Agency Services, LLC, as administrative agent for the Lenders (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT by and among FTC SOLAR, INC. andRegistration Rights Agreement • May 3rd, 2021 • FTC Solar, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2021, by and among FTC Solar, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Securities, including any Permitted Transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).
August 17, 2022Employment Agreement • March 31st, 2025 • FTC Solar, Inc. • Semiconductors & related devices
Re: Amendment to Employment Agreement, dated as of April 20, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Cathy Behnen (“you”)
May 11, 2023Employment Agreement • May 10th, 2024 • FTC Solar, Inc. • Semiconductors & related devices
Re: Amendment to Employment Agreement, dated as of June 14, 2022 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sasan Aminpour (“you”)
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
This TRADEMARK SECURITY AGREEMENT, dated as of July 2, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by FTC Solar, Inc., a Delaware corporation (the “Grantor”) in favor of Acquiom Agency Services LLC, as administrative agent for the Secured Parties (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”).
CREDIT AGREEMENT dated as of July 2, 2025, among FTC SOLAR, INC., as Borrower, THE LENDERS PARTY HERETO and ACQUIOM AGENCY SERVICES LLC, as Administrative AgentCredit Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of July 2, 2025 among FTC Solar, Inc., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Section 1.01), and Acquiom Agency Services LLC (“Acquiom”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
FTC SOLAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2024 • FTC Solar, Inc. • Semiconductors & related devices • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of July 17, 2024, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Yann Brandt (“Executive” and, together with the Company, the “Parties”).
LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENTLimited Waiver and Limited Consent to Credit Agreement • August 5th, 2026 • FTC Solar, Inc. • Semiconductors & related devices
This LIMITED WAIVER AND LIMITED CONSENT TO CREDIT AGREEMENT, dated as of August 4, 2026 (this “Waiver and Consent”), is entered into by and among FTC Solar, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and Acquiom Agency Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for itself and, pursuant to the limited power of attorney set forth in the Lender Direction Letter (as defined below), as attorney-in-fact for each Directing Lender (as defined below) party hereto.
FTC Solar, Inc. Austin, Texas July 2, 2025Credit Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices
Reference is made to (i) that certain Credit Agreement, dated as of July 2, 2025 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), among FTC Solar, Inc., a Delaware corporation (the “Company”), the lenders from time to time party thereto (individually, each, a “Lender” and collectively, the “Lenders”) and Acquiom Agency Services LLC, as administrative agent (the “Agent”), and (ii) those certain Warrants to Purchase Common Stock, dated as of July 2, 2025 (as amended, restated, supplemented or modified from time to time, collectively, the “Warrants”), issued to the Lenders or their respective Affiliates or Related Funds (together with their respective successors and assigns, individually, each, a “Warrant Holder” and collectively, the “Warrant Holders”) in connection with the transactions contemplated by the Credit Agreement. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement (whether or not in
FTC SOLAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2026 • FTC Solar, Inc. • Semiconductors & related devices • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of May 4, 2026, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Anthony Carroll (“Executive” and, together with the Company, the “Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • July 7th, 2025 • FTC Solar, Inc. • Semiconductors & related devices • New York
This Subordination Agreement (this “Agreement”), dated as of July 2, 2025, is entered into by and among the parties identified as “Subordinated Creditors” on the signature pages hereto (collectively, the “Subordinated Creditors”) and Acquiom Agency Services LLC, in its capacity as Administrative Agent (in such capacity, the “Agent”) for the “Lenders”, as such term is defined in the Credit Agreement defined below and the “Secured Parties”, as such term is defined in the Credit Agreement (such Secured Parties being referred to herein as the “Senior Creditors”), to set forth the respective rights, remedies and interests of the Subordinated Creditors, on the one hand, and the Agent and the other Senior Creditors, on the other hand. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement.