John Bradford Forth - 19 Jul 2021 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Footnote F1

Represents 181,820 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), previously reported as indirectly held by the Reporting Person through his membership interest in Shoals Management Holdings LLC ("Holdings").

Footnote F2

Represents 181,820 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by the Reporting Person to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock.

Footnote F3

After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds no Common Units and no shares of Class B Common Stock through his membership interest in Holdings, as such amounts were adjusted in connection with the recapitalization of Holdings at the closing of the initial public offering of the Issuer, after which the Reporting Person, as of January 29, 2021, indirectly held 181,820 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings.

Footnote F4

Holdings is controlled by its sole manager, Parent, which is controlled by its sole manager, the Issuer. The Reporting Person serves on the board of directors of the Issuer. As such, the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Holdings. The Reporting Person expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings.

Footnote F5

The Reporting Person is a Senior Advisor of Oaktree Capital Management, L.P. ("OCM"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. This Form 4 excludes any shares of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer owned by Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., as an affiliate of OCM. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Footnote F6

Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its option require Parent to redeem all or a portion of its Common Units (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 Class A Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed.