SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January [●], 2021Limited Liability Company Agreement • December 30th, 2020 • 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 [•], 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 • December 30th, 2020 • 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 Dean Solon (“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. 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 [DATE]Tax Receivable Agreement • December 30th, 2020 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [DATE], 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 • December 30th, 2020 • Shoals Technologies Group, Inc. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______________, 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 [___], 2021Stockholders Agreement • December 30th, 2020 • Shoals Technologies Group, Inc. • Semiconductors & related devices • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of January [__] 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”).
