Redemption and Direct Exchange Rights. 43 Section 11.01 Redemption Right of a Member 43 Section 11.02 Election and Contribution of the Corporation 47 Section 11.03 Direct Exchange Right of the Corporation 47 Section 11.04 Reservation of shares of Class A Common Stock; Listing; Certificate of the Corporation 48 Section 11.05 Effect of Exercise of Redemption or Direct Exchange 49 Section 11.06 Tax Treatment 50 ARTICLE XII ADMISSION OF MEMBERS 50 Section 12.01 Substituted Members 50 Section 12.02 Additional Members 50 ARTICLE XIII WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS 50 Section 13.01 Withdrawal and Resignation of Members 50 ARTICLE XIV DISSOLUTION AND LIQUIDATION 51 Section 14.01 Dissolution 51 Section 14.02 Winding up 51 Section 14.03 Deferment; Distribution in Kind 52 Section 14.04 Cancellation of Certificate 52 Section 14.05 Reasonable Time for Winding Up 52 Section 14.06 Return of Capital 53 ARTICLE XV GENERAL PROVISIONS 53 Section 15.01 Power of Attorney 53 Section 15.02 Confidentiality 53 Section 15.03 Amendments 54 Section 15.04 Title to Company Assets 55 Section 15.05 Addresses and Notices 55 Section 15.06 Binding Effect; Intended Beneficiaries 56 Section 15.07 Creditors 56 Section 15.08 Waiver 56 Section 15.09 Counterparts 56 Section 15.10 Applicable Law 57 Section 15.11 Severability 57 Section 15.12 Further Action 57 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 57 Section 15.14 Right of Offset 58 Section 15.15 Entire Agreement 58 Section 15.16 Remedies 58 Section 15.17 Descriptive Headings; Interpretation 58 Schedules Schedule 1 - Schedule of Pre-IPO Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Shoals Parent LLC, a Delaware limited liability company (the “Company”), dated as of January [•], 2021 (the “Effective Date”), is entered into by and among the Company, Shoals Technologies Group, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
Redemption and Direct Exchange Rights. 50 Section 11.01 Redemption Right of a Member 50 Section 11.02 Election and Contribution of the Corporation 54 Section 11.03 Direct Exchange Right of the Corporation 54
Redemption and Direct Exchange Rights. Section 18.01
Redemption and Direct Exchange Rights. 46 Section 11.01 Redemption Right of a Member 46 Section 11.02 Election and Contribution of the Corporation 50 Section 11.03 Direct Exchange Right of the Corporation 50 Section 11.04 Reservation of shares of Class A Common Stock; Listing; Certificate of the Corporation 51 Section 11.05 Effect of Exercise of Redemption or Direct Exchange 52 Section 11.06 Tax Treatment 52 Section 11.07 Redemption Limitations 52
Redemption and Direct Exchange Rights
