SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 29, 2021Limited Liability Company Agreement • January 29th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
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 29, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices
This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Dr. Philip Garton (“Employee”) effective as of December 18, 2020 (the “Effective Date”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10) Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 6Credit Agreement • March 22nd, 2024 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT, originally dated as of November 25, 2020 (as amended by Incremental Facility Amendment No. 1, as further amended by Amendment No. 2, and as further amended by Amendment No. 3, as further amended by Amendment No. 4, as further amended by Amendment No. 5, and as further amended by Amendment No. 6, the “Agreement”), is by and among SHOALS HOLDINGSTECHNOLOGIES GROUP, LLINC., a Delaware limited liability companycorporation (the “Company”), SHOALS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Term Loan Administrative Agent and Collateral Agent, JPMORGAN CHASE BANKJPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Revolving Facility Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 2Credit Agreement • December 30th, 2020 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT, originally dated as of November 25, 2020 (as amended by Incremental Facility Amendment No. 1, and as further amended by Amendment No. 2, the “Agreement”), is by and among SHOAL HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), SHOALS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Term Loan Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Revolving Facility Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TAX RECEIVABLE AGREEMENT by and among SHOALS TECHNOLOGIES GROUP, INC., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF JANUARY 29, 2021Tax Receivable Agreement • January 29th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 29, 2021, is hereby entered into by and among Shoals Technologies Group, Inc., a Delaware corporation (the “Corporation”), Shoals Parent LLC, a Delaware limited liability company (the “Company”), Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., a Delaware limited partnership (“Oaktree Power”), Dean Solon, an individual (together with his Affiliates, the “Founder”), each of the Exchange TRA Holders from time to time party hereto, each of the Reorganization TRA Holders from time to time party hereto (and, together with the Exchange TRA Holders, the “TRA Holders”), and the Agent.
SHOALS TECHNOLOGIES GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 29, 2021 among Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), Dean Solon and the other members of the Solon Group from time to time party hereto (collectively, the “Solon Group Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2020 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2021 by and between Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”).
SHOALS TECHNOLOGIES GROUP, INC. STOCKHOLDERS AGREEMENT Dated January 29, 2021Stockholders Agreement • January 29th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of January 29 2021 among (i) Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), (ii) Oaktree Power Opportunities Fund IV (Delaware) Holdings, LP, a Delaware limited partnership (the “Oaktree Investor”), (iii) Solon Holdco I, GP, a Delaware general partnership (“Solon Holdco I”), (iv) Solon Holdco II, GP, a Delaware general partnership (“Solon Holdco II”), (v) Dean Solon (“Solon” and together with Solon Holdco I and Solon Holdco II, the “Solon Investors” and together with the Oaktree Investor, the “Investor Parties”) and (vi) Shoals Management Holdings LLC, a Delaware limited liability company (“Shoals Management Holdings”).
SEPARATION AGREEMENTSeparation Agreement • February 27th, 2023 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Tennessee
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2023, by and between Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), and Jason Whitaker (“Employee”, and together with the Company, the “Parties”).
Shoals Technologies Group, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 14th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Class A common stock, par value $0.001 per share (“Stock”), of the Company; and the selling stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section
TAX RECEIVABLE AGREEMENT AMENDMENTTax Receivable Agreement • November 30th, 2022 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This TAX RECEIVABLE AGREEMENT AMENDMENT (this “Amendment”) is entered into as of November 29, 2022, by and among Shoals Technologies Group, Inc., a Delaware corporation (the “Corporation,” and together with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return with the Corporation, the “Corporate Group”), Shoals Parent LLC, a Delaware limited liability company (the “Company”), Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., a Delaware limited partnership (the “Agent”), and the TRA Holders listed on the signatures hereto (collectively, the “TRA Holders,” and together with the Corporation, the Company and the Agent, the “Parties”).
Shoals Technologies Group, Inc. 24,501,650 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 10th, 2023 • Shoals Technologies Group, Inc. • Semiconductors & related devices
The stockholders of Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 24,501,650 shares of Class A common stock, par value $0.00001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to 3,675,247 additional shares of Stock. The aggregate of 24,501,650 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the 3,675,247 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. Any term used and not defined herein shall have the meaning ascribed to such term in the Pricing Prospectu
Shoals Technologies Group, Inc. [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 12th, 2021 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Class A common stock, par value $0.00001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock; and the selling stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”.
