Shoals Technologies Group, Inc. (Form: SC 13D, Received: 02/05/2021 16:26:28)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

  0

  (see item 5)

Shared Voting Power

68,058,333 (see item 5)

Sole Dispositive Power

  63,080,582

  (see item 5)

Shared Dispositive Power

  0

  (see item 5)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Shoals Technologies Group, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

82489W107

(CUSIP Number)

David Cox

Legal Representative

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6299

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 5, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		Names of Reporting Persons Dean Solon
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO (see item 3)
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6		Citizenship or Place of Organization American

(1)

Based on 166,594,358 shares of common stock of the Issuer (as defined below) issued and outstanding as of January 29, 2021, consisting of 93,527,751 shares of Common Stock (as defined below) and 73,066,607 shares of Class B Common Stock (as defined below), representing approximately 56.14% and 43.86% of the combined voting power of all of the Issuer’s common stock, respectively.


1		Names of Reporting Persons Solon Holdco I, GP
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO (see item 3)
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6		Citizenship or Place of Organization Delaware

(1)

Based on 166,594,358 shares of the Issuer’s common stock issued and outstanding as of January 29, 2021, consisting of 93,527,751 shares of the Issuer’s Common Stock and 73,066,607 shares of the Issuer’s Class B Common Stock, representing approximately 56.14% and 43.86% of the combined voting power of all of the Issuer’s common stock, respectively.


1		Names of Reporting Persons Solon Holdco II, GP
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO (see item 3)
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6		Citizenship or Place of Organization Delaware

(1)


1		Names of Reporting Persons Solon Holdco III, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO (see item 3)
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6		Citizenship or Place of Organization Delaware

(1)

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.00001 per share (the “Common Stock”), of Shoals Technologies Group, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 1400 Shoals Way, Portland, Tennessee, 37148.

Each share of the Issuer’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), entitles its holders to one vote per share on all matters presented to the Issuer’s stockholders generally. Holders of shares of Class B Common Stock will vote together with holders of shares of Common Stock as a single class on all matters presented to the Issuer’s stockholders for their vote or approval, except for certain amendments to the Issuer’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of Class B Common Stock will not be entitled to receive any distributions from or participate in any dividends declared by the Issuer’s board of directors.

As of February 5, 2021, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned that number of shares of Common Stock set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1. The Reporting Persons are not holders of record of any shares of Common Stock, however, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Shoals Parent, LLC (“Parent”), the Founder, Holdco I and Holdco II (each as defined below) may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their common units in Parent (the “LLC Interests”) (together with an equal number of shares of Class B Common Stock) in exchange for, at the Issuer’s election (determined solely by a majority of the Issuer’s directors who are disinterested), newly issued shares of Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Common Stock for each common unit in Parent so redeemed.

Item 2.

Identity and Background

This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement filed as Exhibit 1 to this Schedule 13D:

(1)

Dean Solon, an American citizen (“Founder”);

(2)

Solon Holdco I, GP, a Delaware general partnership (“Holdco I”);

(3)

Solon Holdco II, GP, a Delaware general partnership (“Holdco II”); and

(4)

Solon Holdco III, LLC, a Delaware limited liability company (“Holdco III”).

The business address of each of the Reporting Persons is 1400 Shoals Way, Portland, Tennessee 37148. The Founder founded the Issuer in 1996 and acted as its Chief Executive Officer until 2019, and has continued to be an employee and director of the Issuer since then. Holdco I, Holdco II and Holdco III (the “Solon Entities”) act as holding companies of economic interests in the Issuer.

The Solon Entities are beneficially owned by the Founder. Holdco I is controlled by its general partners, the Founder and Holdco III. Holdco II is controlled by its general partners, the Founder and Holdco III. Holdco III is fully owned by the Founder.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the reorganization transactions, as described in the Registration Statement on Form S-1 (File No. 333-251830) of the Issuer (the “Reorganization Transactions”), in connection with the Issuer’s initial public offering (the “IPO”), the Issuer issued 73,066,607 shares of Class B Common Stock to Founder and the Solon Entities as consideration for their ownership interests in Parent, the operating company of the Issuer’s business prior to the IPO.

Item 4.

Purpose of Transaction

The responses of the Reporting Persons to Items 3 and 6 hereof are incorporated herein by reference.

The shares are held for investment purposes. Other than the Reporting Persons’ relationship with the Founder, a member of the Issuer’s board of directors, and as otherwise described herein, none of the Reporting Persons currently have any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D. The Reporting Persons intend to consider their investment in the Issuer in light of share price, alternative investment opportunities, internal capital allocations, taxes and other relevant considerations and may, at any time and from time to time, review or reconsider their position in light of those considerations, and/or change their purpose and/or formulate plans or proposals with respect to the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover page of this Schedule 13D, as of the date hereof are incorporated herein by reference.

The Reporting Persons, through the Founder, Holdco I and Holdco II, and Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. (“Oaktree”), as parties to the Stockholders’ Agreement (as defined below), may be deemed part of a “group” within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 40.9% of the 166,594,358 shares of the Issuer’s common stock issued and outstanding as of January 29, 2021, consisting of 93,527,751 shares of Common Stock and 73,066,607 shares of Class B Common Stock, representing approximately 56.14% and 43.86% of the combined voting power of all of the Issuer’s common stock, respectively.

The Reporting Persons have the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 63,080,582 shares of Common Stock described in Row (9) of the cover page of this Schedule 13D.

(c) Except as disclosed in Items 3 and 4 of this Schedule 13D (which are incorporated herein by reference), none of the Reporting Persons effected any transaction in the Common Stock in the past 60 days.

(d) No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

(e) Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Items 2, 3 and 4 hereof are incorporated herein by reference.

Registration Rights Agreement

In connection with the IPO, the Founder, Holdco I and Holdco II entered into a registration rights agreement, a copy of which is filed with this Schedule 13D as Exhibit 2 to this Schedule 13D (the “Registration Rights Agreement”), with Oaktree and certain executive officers and employees of the Issuer (together with the Founder, Holdco I and Holdco II, the “Continuing Equity Owners”). The Registration Rights Agreement provides the Founder, Holdco I, Holdco II and Oaktree with customary long form and short form demand registration rights, as well as customary shelf registration rights; provided that the number of Founder shares as a percentage of selling stockholder shares to be included in the registration statement (i) for the first public offering following the consummation of this offering if such offering would close on or prior to the first anniversary of the IPO will not exceed 22.5% and (ii) for any other public offering following the consummation of the IPO will not exceed 50.0%. The Registration Rights Agreement will also provide Oaktree and the Founder, Holdco I Holdco II and the other Continuing Equity Owners with customary “piggyback” registration rights. The Registration Rights Agreement contains provisions that require the parties thereto to coordinate with one another with respect to sales of shares of Common Stock and contains certain limitations on the ability of the members of the Issuer’s management party to the Registration Rights Agreement to offer, sell or otherwise dispose of shares of Common Stock, including

limitations pursuant to lock-up agreements. The Registration Rights Agreement also provides that the Issuer will pay certain expenses of the holders of the Issuer’s common stock party thereto relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act of 1933, as amended.

Stockholders’ Agreement

In connection with the IPO, the Founder, Holdco I and Holdco II entered into a stockholders’ agreement, a copy of which is filed with this Schedule 13D as Exhibit 3 to this Schedule 13D (the “Stockholders’ Agreement”), with the other Continuing Equity Owners and Oaktree. The Stockholders’ Agreement governs matters related to the Issuer’s corporate governance, rights to nominate and designate directors and additional matters.

The Stockholders’ Agreement provides that for so long as the Founder owns at least 10% of the outstanding equity securities of the Issuer that are not shares of Common Stock awarded under the Issuer’s long-term incentive plan or other incentive equity plan (the “Plan Shares”), the Founder is entitled to nominate one director for election to the Issuer’s board of directors. The Stockholders’ Agreement will also provide that for so long as Oaktree owns at least 20% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate three directors for election to the Issuer’s board of directors; for so long as Oaktree owns at least 15% but less than 20% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate two directors for election to our board of directors; and for so long as Oaktree owns at least 10% but less than 15% of the outstanding equity securities of the Issuer that are not Plan Shares, Oaktree is entitled to nominate one director for election to our board of directors.

Pursuant to the Stockholders’ Agreement, the Issuer will use its best efforts to cause the election of the slate of nominees recommended by its board of directors which, subject to the fiduciary duties of the directors, will include the persons nominated by the Founder and Oaktree in accordance with the Stockholders’ Agreement. Subject to the terms of the Stockholders’ Agreement, the Founder, Holdco I, Holdco II and the other Continuing Equity Owners and Oaktree agree to vote their shares in favor of the election of the director nominees designated by the Founder and Oaktree.

At its current ownership level, the Founder is entitled to nominate one director for election to the Issuer’s board of directors and Oaktree is not entitled to nominate any director. The Founder currently serves on the Issuer’s board of directors and serves as the initial designee of the Founder. The size of the Issuer’s board of directors is currently eight, consisting of seven individuals, including one as chairman, and one vacancy. One board seat will remain vacant. In the event that a Founder designee or an Oaktree designee ceases to serve as a director, the Founder or Oaktree, as applicable, will be entitled to designate another nominee to fill the resulting vacancy.

The Stockholders’ Agreement will terminate as it relates to each stockholder at such time as such stockholder ceases to own any equity securities of the Issuer, except for the rights that will survive cessation of ownership of equity securities, including the rights of Founder and Oaktree under the Registration Rights Agreement.

Lock-Up Agreement

The Founder, Holdco I and Holdco II have entered into lock-up agreements, copies of which are filed as Exhibits 4, 5 and 6 to this Schedule 13D (the “Lock-up Agreements”), respectively, with the IPO underwriters pursuant to which Founder, Holdco I and Holdco II, subject to certain exceptions, for a period of 180 days after the date of the IPO final prospectus may not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, common units in Parent, the Issuer’s wholly-owned subsidiary, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or common units in Parent (together, the “Lock-up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-up Securities or any security convertible into or exercisable or exchangeable for Lock-up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-up Securities or any security convertible into or exercisable or exchangeable for Lock-up Securities, or publicly disclose the intention to undertake any of the foregoing.

Parent LLC Agreement

In connection with the Reorganization Transactions, the Issuer and the Continuing Equity Owners entered into the third amended and restated limited liability company agreement of Parent, a copy of which is filed with this Schedule 13D as Exhibit 7 to this Schedule 13D (the “LLC Agreement”).

As a result of the Reorganization Transactions, including the entry into the LLC Agreement, the Issuer holds LLC Interests in Parent and is the sole manager of Parent. As the sole manager of Parent, the Issuer has the right to determine when distributions will be made to the unit holders of Parent and the amount of any such distributions (subject to the requirements with respect to certain tax distributions). If the Issuer authorizes a distribution, such distribution will be made to the holders of LLC Interests, including the Issuer, pro rata in accordance with their respective ownership of Parent, provided that the Issuer as sole manager will be entitled to non-pro rata distributions for certain fees and expenses.

The LLC Agreement provides a redemption right to the Continuing Equity Owners which will entitle them to have their LLC Interests redeemed for, at the Issuer’s election (determined solely by a majority of the Issuer’s directors who are disinterested), newly-issued shares of the Issuer’s Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Common Stock for each LLC Interest so redeemed, in each case in accordance with the terms of the LLC Agreement; provided that, at the Issuer’s election (determined solely by a majority of the Issuer’s directors who are disinterested), the Issuer may effect a direct exchange by the Issuer of such Common Stock or such cash, as applicable, for such LLC Interests. The Continuing Equity Owners may exercise such redemption right, subject to certain exceptions, for as long as their LLC Interests remain outstanding. In connection with the exercise of the redemption or exchange of LLC Interests (1) the Continuing Equity Owners will be required to surrender a number of shares of Class B Common Stock registered in the name of such redeeming or exchanging Continuing Equity Owner, and therefore, will be transferred to the Issuer and will be canceled for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged and (2) all redeeming members will surrender LLC Interests to Parent for cancellation.

The LLC Agreement also requires that Parent take actions with respect to its LLC Interests, including issuances, reclassifications, distributions, divisions, or recapitalizations, such that (i) the Issuer at all times maintains a ratio of one LLC Interest owned by the Issuer, directly or indirectly, for each share of the Issuer’s Common Stock, and (ii) Parent at all times maintains (a) a one-to-one ratio between the number of shares of the Issuer’s Common Stock and the number of LLC Interests owned by the Issuer and (b) a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners. As such, in certain circumstances the Issuer, as sole manager, has the authority to take all actions such that, after giving effect to all issuances, transfers, deliveries, or repurchases, the number of outstanding LLC Interests the Issuer owns equals, on a one-to-one basis, the number of outstanding shares of Common Stock.

The descriptions of the Registration Rights Agreement, the Stockholders’ Agreement, the Lock-Up Agreements and the LLC Agreement in this Item 6 of this Schedule 13D are summaries only and are qualified in their entireties by the actual terms of each such agreement.

Item 7.

Material to be Filed as Exhibits

The following documents are filed as exhibits:


Exhibit No.		Description

1		Joint Filing Agreement, dated February 5, 2021

2		Registration Rights Agreement, dated January 29, 2021, by and among Shoals Technologies Group, Inc., Dean Solon, Solon Holdco I, GP, Solon Holdco II, GP and certain other holders identified therein (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-K (File No. 001-39942) filed on January 29, 2021)

3		Stockholders’ Agreement, dated as of January 29, 2021, by and among Shoals Technologies Group, Inc., Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., Solon Holdco I, GP, Solon Holdco II, GP, Dean Solon and Shoals Management Holdings LLC (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (File No. 001-39942) filed on January 29, 2021)

4		Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Dean Solon.

5		Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Solon Holdco I, GP.

6		Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Solon Holdco II, GP.

7		Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021, by and among Shoals Parent LLC, Dean Solon and Shoals Management Holdings LLC (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K (File No. 001-39942) filed on January 29, 2021)

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 5, 2021

DEAN SOLON

/s/ Dean Solon

Name: Dean Solon

SOLON HOLDCO I, GP

/s/ Dean Solon

Name: Dean Solon

Title: Managing Partner

SOLON HOLDCO II, GP

/s/ Dean Solon

Name: Dean Solon

Title: Managing Partner

SOLON HOLDCO III, LLC

/s/ Dean Solon

Name: Dean Solon

Title: Manager

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: February 5, 2021

DEAN SOLON

/s/ Dean Solon

Name: Dean Solon

SOLON HOLDCO I, GP

/s/ Dean Solon

Name: Dean Solon

Title: Managing Partner

SOLON HOLDCO II, GP

/s/ Dean Solon

Name: Dean Solon

Title: Managing Partner

SOLON HOLDCO III, LLC

/s/ Dean Solon

Name: Dean Solon

Title: Manager

Exhibit 4

Shoals Technologies Group, Inc.

Lock-Up Agreement

January 26, 2021

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC 383 Madison Avenue

New York, New York 10179

Re: Shoals Technologies Group, Inc.—Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Shoals Technologies Group, Inc., a Delaware corporation (the “Company”) and the selling stockholder identified therein, providing for a public offering of shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). The undersigned further understands that, prior to the consummation of the public offering of the Shares, the Company will be authorized to issue, in addition to the Class A Common Stock, shares of Class B common stock, par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have their meanings set forth in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any common units of Shoals Parent LLC (“Parent”), or any options or warrants to purchase any shares of Common Stock of the Company or common units of Parent, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company or any common units of Parent (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares, units or Derivative Instruments now owned or hereafter acquired by the undersigned (collectively, the “Securities”),

(ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. For the avoidance of doubt, the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the offering.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, (i) Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may Transfer the Securities during the Lock-Up Period:

(i)

the Shares to be sold by the undersigned pursuant to the Underwriting Agreement and any reclassification, conversion or exchange in connection with such sale of Shares;

(ii)

as a bona fide gift or gifts, or as charitable contributions, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, and provided further that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”) (other than a Form 5, which shall not be filed on or prior date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(iii)

to any trust, partnership, limited liability company or any other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(iv)

to any beneficiary of or estate of a beneficiary of the undersigned pursuant to a trust, will, other testamentary document or intestate succession or applicable laws of descent, provided that the beneficiary or the estate of a beneficiary thereof agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transaction shall not involve a disposition for value and that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(v)

to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all the outstanding equity securities or similar interests, provided that such partnership, limited liability company or other entity agrees to be bound in writing by the restrictions set forth herein, and provided further that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(vi)

by operation of law, such as pursuant to a qualified domestic order of a court (including a divorce settlement, divorce decree or separation agreement) or regulatory agency, provided that the transferee or transferees thereof agree to be bound in writing by the restrictions set forth herein, and provided further that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(vii)

in transactions relating to shares of Common Stock acquired in open market transactions after the completion of the public offering, provided that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of such shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(viii)

by (A) the exercise of stock options solely with cash granted pursuant to equity incentive plans described in the Registration Statement, and the receipt by the undersigned from the Company of shares of Common Stock upon such exercise; (B) transfers of shares of Common Stock to the Company upon the “net” or “cashless” exercise of stock options or other equity awards granted pursuant to equity incentive plans described in the Registration Statement; (C) transfers of shares of Common Stock of the Company for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to any award of equity-based compensation granted pursuant to the Company’s equity incentive plans; or (D) forfeitures of shares of Common Stock to the Company to satisfy tax withholding requirements of the undersigned or the Company upon the vesting, during the Lock-Up Period, of equity based awards granted under equity incentive plans or pursuant to other stock purchase arrangements, in each case described in the Registration Statement; provided that, in each case, the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Lock Up Agreement, and provided further that, if required, any public report or filing under Section 16(a) of the Exchange Act shall indicate in the footnotes thereto the nature of the transaction;

(ix)

pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock after the consummation of the public offering, involving a change of control of the Company, or group of persons, shall become, after the closing of the transaction, the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting securities of the Company), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s shares of Common Stock shall remain subject to the provisions of this Lock-Up Agreement;

(x)

to the Company in connection with the repurchase by the Company from the undersigned of shares of Common Stock of the Company or Derivative Instruments pursuant to a repurchase right arising upon the termination of the undersigned’s employment with the Company; provided that such repurchase right is pursuant to contractual agreements with the Company; and provided further that, if required, any public report or filing under Section 16(a) of the Exchange Act shall indicate in the footnotes thereto the nature of the transaction;

(xi)

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act shall be made by or on behalf of the undersigned or the Company regarding the establishment of such plan during the Lock-Up Period;

(xii)

if the undersigned is a corporation, partnership, limited liability company or other business entity, by (A) distributions of shares of Common Stock or any Derivative Instrument to limited partners, general partners, members, stockholders holders of similar interests of the undersigned (or in each case its nominee or custodian) or to any investment holding company controlled or managed by the undersigned or (B) transfers of shares of Common Stock or any Derivative Instrument to affiliates (as defined in Rule 405 of the Securities Act

of 1933, as amended) or other entities controlled or managed by the undersigned or any of its affiliates (other than the Company and its subsidiaries); provided that each distributee and transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that no filing under Section 16(a) of the Exchange Act (other than a Form 5, which shall not be filed on or prior to the date that is 120 days after the date set forth on the final prospectus used to sell the Shares), reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period; or

(xiii)

with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and “change of control” shall mean any bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the board of directors of the Company the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, shall become, after the closing of the transaction, the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting stock of the Company. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value.

The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Securities except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement will automatically terminate upon the earliest to occur, if any, of (a) the date that the Company advises Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the public offering, (b) the date that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC advise the Company, in writing, prior to the execution of the Underwriting Agreement, that the Underwriters have determined not to proceed with the public offering (c) the date of termination of the Underwriting Agreement if prior to the closing of the public offering, or (d) January 31, 2021 if the public offering of the Shares has not been completed by such date.

Very truly yours,

Dean Solon

Exact Name of Stockholder

/s/ Dean Solon

Authorized Signature

Founder

Title

[Signature Page to Lock-Up Agreement]

Exhibit 5

Shoals Technologies Group, Inc.

Lock-Up Agreement

January 26, 2021

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC 383 Madison Avenue

New York, New York 10179

Re: Shoals Technologies Group, Inc.—Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, the undersigned may Transfer the Securities during the Lock-Up Period:

(i)

the Shares to be sold by the undersigned pursuant to the Underwriting Agreement and any reclassification, conversion or exchange in connection with such sale of Shares;

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters.

Very truly yours,

Solon Holdco I, GP

Exact Name of Stockholder

/s/ Dean Solon

Authorized Signature

Dean Solon

Name

Managing Partner

Title

[Signature Page to Lock-Up Agreement]

Exhibit 6

Shoals Technologies Group, Inc.

Lock-Up Agreement

January 26, 2021

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC 383 Madison Avenue

New York, New York 10179

Re: Shoals Technologies Group, Inc.—Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, the undersigned may Transfer the Securities during the Lock-Up Period:

(i)

the Shares to be sold by the undersigned pursuant to the Underwriting Agreement and any reclassification, conversion or exchange in connection with such sale of Shares;

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters.

Very truly yours,

Solon Holdco II, GP

Exact Name of Stockholder

/s/ Dean Solon

Authorized Signature

Dean Solon

Name

Managing Partner

Title

[Signature Page to Lock-Up Agreement]