EX-10.2



 Exhibit 10.2 

Execution Version 

FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION AGREEMENT 

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION AGREEMENT (this “First Amendment”) is entered into as of
May 25, 2017, by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), the Majority Summit Investors and the Majority KRG Investors. Capitalized terms used but not defined herein have
the meanings set forth in the Registration Agreement (as defined below). 
 WHEREAS, the Company and certain of its Securityholders are
parties to that certain Amended and Restated Registration Agreement (the “Registration Agreement”), dated as of June 12, 2009; 

WHEREAS, pursuant to Section 10(c) of the Registration Agreement, the parties hereto desire to amend the Registration Agreement, as set forth
herein. 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

Section 1. Amendment of the Registration Agreement. The first sentence of Section 8(g) of the Registration Agreement is hereby
deleted and replaced in its entirety with the following: 
 “Other Registrable Securities” means, (i) any Common Stock
issued or distributed in respect of Units of the Company issued to the Other Equityholders, (ii) any Common Unit Purchase Warrants, dated as of May 25, 2017, issued to or acquired by the Other Equityholders, and (iii) common equity
securities of the Company or a Subsidiary of the Company issued or issuable with respect to the securities referred to in clauses (i)–(ii) above by way of dividend, distribution, split or combination of securities, or any
recapitalization, merger, consolidation or other reorganization. 
 Section 2. No Other Change. Except as expressly modified by
this First Amendment, nothing contained herein shall be deemed to limit, restrict, modify, alter, amend or otherwise change in any manner the rights and obligations of the parties under the Registration Agreement. 

Section 3. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 
 Section 4.
Counterparts. This First Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement. Any signature page delivered electronically or by facsimile (including transmission by .PDF or other
similar format) shall be binding to the same extent as the original signature page. 
 [Remainder of page
intentionally left blank] 







 IN WITNESS WHEREOF, the parties have caused this First Amendment to the Amended and Restated
Registration Agreement to be duly executed as of the date first written above. 
  

			
	THE COMPANY:
	
	AURORA DIAGNOSTICS HOLDINGS, LLC
		
	By:	 	 /s/ Daniel D. Crowley

	Name:	 	Daniel D. Crowley
	Title:	 	Chairman, President & CEO


 Signature Page to First Amendment to the Amended and Restated Registration Agreement of Aurora
Diagnostics Holdings, LLC 







 
			
	MAJORITY SUMMIT INVESTORS:
	
	SV VI-A AURORA HOLDINGS, LLC
		
	By:	 	 /s/ Christopher J. Dean

	Name:	 	Christopher J. Dean
	Title:	 	Secretary
	
	SV VI-B AURORA HOLDINGS, L.P.
		
	By:	 	Summit Partners VI (GP), L.P
	Its:	 	General Partner
		
	By:	 	Summit Partners VI (GP), LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Christopher J. Dean

	Name:	 	Christopher J. Dean
	Title:	 	Member
	
	SV VI CO-INVESTORS HOLDINGS, LLC
		
	By:	 	 /s/ Christopher J. Dean

	Name:	 	Christopher J. Dean
	Title:	 	Secretary
	
	SPPE VII-B AURORA HOLDINGS, L.P.
		
	By:	 	Summit Partners PE VII, L.P.
	Its.	 	General Partner
		
	By:	 	Summit Partners PE VII, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Christopher J. Dean

	Name:	 	Christopher J. Dean
	Title:	 	Member
	
	SP PE VII-A AURORA HOLDINGS, LLC
		
	By:	 	 /s/ Christopher J. Dean

	Name:	 	Christopher J. Dean
	Title:	 	Secretary


 Signature Page to First Amendment to the Amended and Restated Registration Agreement of Aurora
Diagnostics Holdings, LLC 







 
			
	MAJORITY KRG INVESTORS:
	
	KRG AURORA BLOCKER, INC.
		
	By:	 	 /s/ Bennett R. Thompson

	Name:	 	Bennett R. Thompson
	Title:	 	Vice President and Secretary


 Signature Page to First Amendment to the Amended and Restated Registration Agreement of Aurora
Diagnostics Holdings, LLC