First Amendment to Registration Rights Agreement



 Exhibit 10.2 
 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
 This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of the 1st day of June, 2009, by and
among MasTec, Inc., a Florida corporation, Trust B under the Amended and Restated Living Trust of Leo Wanzek dated February 2, 2000, a North Dakota trust, Janet L. Wanzek, a North Dakota resident, Wanzek Construction 2008 Irrevocable Trust, a
North Dakota trust, Jon L. Wanzek, a North Dakota resident (“Jon”), Jon L. Wanzek 2008 Two-Year Irrevocable Annuity Trust, a North Dakota trust, and Jon, as Sellers’ Representative. 
 RECITALS 
 A. The parties entered into
a Registration Rights Agreement on December 16, 2008 (the “Agreement”). 
 B. The parties wish to amend the Agreement as set
forth herein. 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

 1. Section 2.1 of the Agreement is hereby amended by deleting the first sentence of such Section and replacing it with the following:

 “If the Company proposes to register (i) any of its Common Stock under the Act in connection with a primary underwritten public
offering of such securities solely for cash or (ii) any of its convertible notes under the Act in connection with a primary underwritten public offering of such securities solely for cash for the purpose of repaying the Convertible Notes (each,
a “Company Underwritten Public Offering”), other than registrations on Form S-8 or S-4 (or any successor forms) or registrations in connection with stock purchase plans, then the Company shall, at such time, promptly give the Sellers’
Representative written notice (a “Company Notice”) of such offering.” 
 2. Except as specifically amended hereby, the
Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 
 3. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	MASTEC, INC.
		
	By:	 	 /s/ Pablo Alvarez

	Name:	 	Pablo Alvarez
	Title:	 	Executive Vice President Mergers and Acquisitions
	
	SELLERS:
	
	Trust B under the Amended and Restated Living Trust of Leo Wanzek dated February 2, 2000
		
	By:	 	 /s/ Jon Wanzek

	Name:	 	Jon Wanzek
	Its:	 	Trustee
	
	Wanzek Construction 2008 Irrevocable Trust
		
	By:	 	 /s/ Jon Wanzek

	Name:	 	Jon Wanzek
	Its:	 	Administrative Trustee
		
	By:	 	 /s/ Kevin Gourde

	Name:	 	Kevin Gourde
	Its:	 	Independent Trustee
	
	 /s/ Janet L. Wanzek

	Janet L. Wanzek, an individual


 [Signature Page to First Amendment to Registration Rights Agreement] 








			
	 /s/ Jon L. Wanzek

	Jon L. Wanzek, an individual
	
	Jon L. Wanzek 2008 Two-Year Irrevocable Annuity Trust
		
	By:	 	 /s/ Jon Wanzek

	Name:	 	Jon Wanzek
	Its:	 	Trustee
		
	By:	 	 /s/ Scott L. Anderson

	Name:	 	 Scott L. Anderson

	Its:	 	Independent Trustee
	
	 /s/ Jon L. Wanzek

	Jon L. Wanzek, as Sellers’ Representative


 [Signature Page to First Amendment to Registration Rights Agreement]