FTC Solar, Inc.

) restrict our business. In addition, our operations may not provide sufficient cash to meet the repayment obligations under the Credit Agreement or to satisfy the minimum cash, revenue, purchase order and other financial covenants that apply to the Company under the Credit Agreement. If we default under the Credit Agreement, including breaches of the financial covenants, our financial condition and results of operations could be adversely affected, including, without limitation as a result of the reclassification of the term loan balances under the Credit Agreement from long-term debt to current or the Lenders' exercise of their rights under the Credit Agreement, including the requirement that the Company reasonably cooperate in good faith with the Lenders to pursue alternative strategic transactions, in the case of a breach of the financial covenants or the Lenders' foreclosure on their first priority security interest in substantially all of our assets. 2 Table of Contents o A substantial number of shares of our common stock are issuable under the New Warrants (defined below in Part I - Item 1) and, if the New Warrants are exercised, they will have a dilutive impact, which could cause the price of our common stock to decline. o Certain provisions of the New Warrants and in our governing documents under Delaware law could discourage an acquisition of us by a third party.