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).
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.
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”).
