EX-10.10





 Exhibit 10.10 

EXECUTION VERSION 

EMPLOYMENT AGREEMENT 

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”). 

1. Employment. During the Employment Period (as defined in Section 4), the Company shall continue to
employ Employee, and Employee shall continue to serve, as Chief Financial Officer of the Company and in such other position or positions as may be assigned from time to time by the Company or the board of directors (the
“Board”) of Shoals Parent LLC, a Delaware limited liability company and parent of the Company (the “Parent”). 

2. Duties and Responsibilities of Employee. 

(a) During the Employment Period, Employee shall devote Employee’s best efforts and full business time and attention to the businesses of
the Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, the Parent and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be
requested by the Company or the Board from time to time. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties
as may be assigned to Employee by the Company or the Board from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this
Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned;
(ii) engage in charitable and civic activities; or (iii) with the prior written consent of the Board, engage in other personal and passive investment activities, in each case, so long as such ownership, interests or activities do not
interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or competitive with the business of any
member of the Company Group. 
 (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any non-competition, non-solicitation, non-disclosure, restrictive covenant or other agreement, obligation or restriction that would
prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or
in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer or other third party in the course
of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing confidential information of any prior employer or other third party
to the premises or property (including computers and computer systems) of any member of the Company Group. 
  












 (c) Employee owes each member of the Company Group fiduciary duties (including
(i) duties of care, loyalty and disclosure and (ii) such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware), and the obligations described in this
Agreement are in addition to, and not in lieu of, the obligations Employee owes each member of the Company Group under statutory and common law. 

3. Compensation. 

(a) Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $300,000 (the
“Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated employees
as may exist from time to time, but no less frequently than monthly. Notwithstanding any provision of this Agreement, the Company may decrease Employee’s Base Salary as part of one or more reductions in base salaries that apply equally to each
of the members of the Company’s senior management team in substantially the same proportions. 
 (b) Annual Bonus. Beginning in
calendar year 2021, Employee shall be eligible for discretionary bonus compensation with a target amount of up to 50% of Employee’s Base Salary for each complete calendar year that Employee is employed by the Company hereunder (the
“Annual Bonus”). At the discretion of the Board or committee thereof, a portion of the Annual Bonus may be paid to Employee in the form of fully vested equity in the Parent or, following a Public Offering (as defined in the
Second Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC, effective as of March 15, 2019 (the “LLC Agreement”)), in the Company or any entity formed to become the public issuer in connection
with the Public Offering (the “Public Issuer”) pursuant to the equity incentive plan of the Public Issuer as may be in effect from time to time (the “LTIP”). The performance targets that must be
achieved in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) for each applicable calendar year (the “Bonus Year”) and provided to Employee. Each Annual Bonus, if any,
shall be paid as soon as administratively feasible after the Board (or a committee thereof) determines whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following
the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from
the Effective Date through the date on which such Annual Bonus is paid. 
 (c) Post-IPO Equity
Awards. If a Public Offering occurs, during the portion of the Employment Period thereafter, Employee shall be eligible to receive awards under the LTIP. All awards granted to Employee under the LTIP, if any, shall be in such amounts and on such
terms and conditions as the board of directors of the Public Issuer (the “Public Board”) or a committee thereof shall determine from time to time, taking into account Employee’s position and performance, and shall be
subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give Employee any rights to any amount or type of grant or award
except as provided in an award agreement and authorized by the Public Board or a committee thereof. 

  
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 4. Term of Employment. The term of Employee’s employment under this
Agreement shall commence on January 1, 2021 and continue until Employee’s employment is terminated in accordance with Section 7. The period from January 1, 2021 through the termination of Employee’s
employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.” 

5. Business Expenses. Subject to Section 23, the Company shall reimburse Employee for Employee’s
reasonable and documented out-of-pocket business-related expenses actually incurred in the performance of Employee’s duties under this Agreement so long as such
expenses are consistent with the Company’s expense policy as in effect from time to time and Employee timely submits all documentation for such expenses, as required by such policy. Any such reimbursement of expenses shall be made by the
Company upon or as soon as practicable following receipt of such documentation (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any
reimbursement be made to Employee for any expenses incurred after the date of Employee’s termination of employment with the Company. 

6. Benefits. During the Employment Period, Employee shall be eligible to participate in the same benefit plans and programs in
which other similarly situated Company employees are eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not, however, by reason of this
Section 6, be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy. 

7. Termination of Employment. 

(a) Company’s Right to Terminate Employee’s Employment for Cause. The Company shall have the right
to terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean, as determined by the Board: 

(i) Employee’s material breach of this Agreement, the LLC Agreement, the Limited Liability Company Agreement of Shoals
Management Holdings LLC, dated May 1, 2020 (the “SMH LLC Agreement”), the Unit Grant Agreement by and among Employee, Shoals Management Holdings LLC and Shoals Parent LLC, effective as of March 15, 2019 (the
“Award Agreement”) or any other written agreement between Employee and one or more members of the Company Group, including Employee’s material breach of any representation, warranty or covenant made under any such
agreement; 
 (ii) Employee’s breach of any policy or code of conduct established by a member of the Company Group and
applicable to Employee, including any policy or code of conduct provision relating to discrimination, harassment or retaliation; 

(iii) Employee’s personal violation of any material law applicable to the workplace or any member of the Company Group
(including any law regarding anti-discrimination, anti-harassment or anti-retaliation); 

  
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 (iv) Employee’s gross negligence, willful misconduct, breach of
fiduciary duty, fraud, theft or embezzlement that has or could reasonably be expected to have an adverse effect on any member of the Company Group; 

(v) the commission by Employee of, or conviction or indictment of Employee for, or plea of nolo contendere by Employee
to, any felony (or state law equivalent) or any crime or act involving moral turpitude; or 
 (vi) Employee’s willful
failure or refusal, other than due to Disability, to perform Employee’s obligations pursuant to this Agreement, the LLC Agreement, the SMH LLC Agreement or the Award Agreement or to follow any lawful directive from the Company or the Board, as
determined by the Company or the Board (sitting without Employee, if applicable) in its sole discretion; provided, however, that if Employee’s actions or omissions as set forth in this Section 7(a)(vi)
are of such a nature that the Company or the Board determines that they are curable by Employee, such actions or omissions must remain uncured thirty (30) days after the Company or the Board first provided Employee written notice of the
obligation to cure such actions or omissions. 
 (b) Company’s Right to Terminate for Convenience. The Company
shall have the right to terminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee. 

(c) Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate Employee’s
employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: 

(i) a material diminution in Employee’s Base Salary or authority, duties and responsibilities with the Company or its
subsidiaries; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company Group holds an
equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason; or 

(ii) the relocation of the geographic location of Employee’s principal place of employment by more than fifty
(50) miles from the location of Employee’s principal place of employment as of the Effective Date. 
 Notwithstanding the foregoing provisions of
this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied:
(A) the condition described in Section 7(c)(i), or (ii) giving rise to Employee’s termination of employment must have arisen without Employee’s consent; (B) Employee must provide written notice to
the Board of the existence of such condition(s) within thirty (30) days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the
Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within sixty (60) days after the initial occurrence of the condition(s) specified in such notice. Further and
notwithstanding the foregoing, no suspension of Employee or a reduction in Employee’s authority, duties and responsibilities in conjunction with any leave required, or other action taken, by the Company as part of any investigation into alleged
wrongdoing by Employee shall give rise to Good Reason. 

  
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 (d) Death or Disability. Upon the death or Disability of Employee, Employee’s
employment with the Company shall automatically (and without any further action by any person or entity) terminate with no further obligation under this Agreement of either party hereunder. For purposes of this Agreement, a
“Disability” shall exist if the Board determines that Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable and required
by applicable law), due to physical or mental impairment that continues, or can reasonably be expected to continue, for a period in excess of ninety (90) consecutive days or one hundred-twenty (120) days, whether or not consecutive (or for
any longer period as may be required by applicable law), in any twelve (12)-month period. 
 (e) Employee’s Right to
Terminate for Convenience. In addition to Employee’s right to terminate Employee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for
any other reason, or no reason at all, upon thirty (30) days’ advance written notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the
Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for
Employee’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 7(b)) and any requirement to continue salary or benefits shall cease as of such earlier date. 

(f) Effect of Termination. 

(i) If Employee’s employment hereunder is terminated by the Company without Cause pursuant to
Section 7(b), or is terminated by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A) executes on or before the Release Expiration Date (as defined
below), and does not revoke within any time provided by the Company to do so, a separation agreement and release of all claims in a form provided to Employee by the Company (the “Release”), which Release shall, among other
things, release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit
plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Employee’s employment and relationship with the Company and any other member of the Company Group or the termination of such
employment or relationship, but excluding all claims to severance payments Employee may have under this Section 7; and (B) abides by the terms of each of Sections 9, 10 and 11 and any other
post-employment obligations that Employee may owe to any member of the Company Group, then: 

  
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 (A) The Company shall make severance payments to Employee in a total amount
equal to twelve (12) months’ worth of Employee’s Base Salary for the year in which such termination occurs (such total severance payments being referred to as the “Severance Payment”). The Severance Payment
will be divided into substantially equal installments paid over the twelve (12)-month period (the “Severance Period”) following the date on which Employee’s employment terminates (the “Termination
Date”). On the Company’s first regularly scheduled pay date that is on or after the date the Release has become irrevocable (the “First Payment Date”), the Company shall pay to Employee, without interest,
the aggregate amount payable pursuant to any installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s regularly scheduled pay
dates on or following the Termination Date, and, subject to Section 23, each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the remainder of such twelve (12)-month
period. 
 (B) During the portion, if any, of the Severance Period that Employee is eligible to and elects to continue
coverage for Employee and Employee’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company
shall, at its option pay or reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for
the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid on or about the Company’s first regularly scheduled pay date in the calendar month
immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty
(30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (i) the last day of the Severance Period; (ii) the date Employee is
no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to
the Company by Employee); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the
Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. 

(ii) If the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required
revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Payment or the COBRA Benefit. As used herein, the “Release Expiration
Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur no later than seven (7) days after the
Termination Date) or, in the event that such termination of employment is determined by the Company to be “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination
in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. 

  
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 (g) After-Acquired Evidence. Notwithstanding any provision of this Agreement to the
contrary, in the event that the Company determines that Employee is eligible to receive the Severance Payment pursuant to Section 7(f) but, during the Severance Period, the Company subsequently acquires evidence or
determines that: (i) Employee has failed to abide by the terms of Sections 9, 10 or 11 or any other post-employment obligations that Employee may owe to any member of the Company Group; or (ii) a Cause condition
existed prior to the Termination Date that, had the Company been fully aware of such condition, would have given the Company the right to terminate Employee’s employment pursuant to Section 7(a), then the Company shall
have the right to cease the payment of any future installments of the Severance Payment and Employee shall promptly return to the Company the pre-tax value of all installments of the Severance Payment received
by Employee prior to the date that the Company determines that the conditions of this Section 7(g) have been satisfied. 

8. Disclosures. 

(a) Employee hereby represents and warrants that as of the Effective Date, there exist (i) no actual or potential Conflicts of Interest
and (ii) no current or pending lawsuits, claims or arbitrations filed by, against or involving Employee or any trust or vehicle owned or controlled by Employee. 

(b) Promptly (and in any event, within three (3) business days) upon becoming aware of (i) any actual or potential Conflict of
Interest or (ii) any lawsuit, claim or arbitration filed by, against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case, Employee shall disclose such actual or potential Conflict of Interest or such
lawsuit, claim or arbitration to the Board. 
 (c) A “Conflict of Interest” shall exist when Employee engages in, or
plans to engage in, any activities, associations, or interests that conflict with, or create an appearance of a conflict with, Employee’s duties, responsibilities, authorities, or obligations for and to any member of the Company Group. 

9. Confidentiality. In the course of Employee’s employment with the Company and the performance of Employee’s duties on
behalf of the Company Group hereunder, Employee will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Employee’s receipt and access to such Confidential Information, and as a condition
of Employee’s employment, Employee shall comply with this Section 9. 
 (a) Both during the Employment Period
and thereafter, except as expressly permitted by this Agreement, Employee shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Employee
acknowledges and agrees that Employee would inevitably use and disclose Confidential Information in violation of this Section 9 if Employee were to violate any of the covenants set forth in
Section 10. Employee shall follow all Company Group policies and 

  
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protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the
extent required for the performance of Employee’s duties on behalf of the Company Group, Employee shall not remove from facilities of any member of the Company Group any information, property, equipment, drawings, notes, reports, manuals,
invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by Employee or obtained by the Company Group. The
covenants of this Section 9(a) shall apply to all Confidential Information, whether now known or later to become known to Employee during the period that Employee is employed by or affiliated with the Company or any other
member of the Company Group. 
 (b) Notwithstanding any provision of Section 9(a) to the contrary, Employee may
make the following disclosures and uses of Confidential Information: 
 (i) disclosures to other employees, officers or
directors of a member of the Company Group who have a need to know the information in connection with the businesses of the Company Group; 

(ii) disclosures to customers and suppliers when, in the reasonable and good faith belief of Employee, such disclosure is in
connection with Employee’s performance of Employee’s duties under this Agreement and is in the best interests of the Company Group; 

(iii) disclosures and uses that are approved in writing by the Board; or 

(iv) disclosures to a person or entity that has (x) been retained by a member of the Company Group to provide services to
one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement. 
 (c) Upon the
expiration of the Employment Period, and at any other time upon request of the Company, Employee shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof
and all other materials of any nature containing or pertaining to all Confidential Information and any other Company Group property (including any Company Group-issued computer, mobile device or other equipment) in Employee’s possession,
custody or control and Employee shall not retain any such documents or other materials or property of the Company Group. Within ten (10) days of any such request, Employee shall certify to the Company in writing that all such documents,
materials and property have been returned to the Company. 
 (d) “Confidential Information” means all confidential,
competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to Employee (whether conveyed orally or in writing), individually or in conjunction
with others, during the period that Employee is employed by or otherwise affiliated with the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise)
including: (i) technical information of any member of the Company Group, its affiliates, its investors, customers, vendors, 

  
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suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries,
machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts,
business and product development plans, and similar items; (ii) information relating to any member of the Company Group’s businesses or properties, products or services (including all such information relating to corporate opportunities,
operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity
of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks)
or pursuant to which any member of the Company Group owes a confidentiality obligation; (iii) other valuable, confidential information and trade secrets of any member of the Company Group, its affiliates, its customers or other third parties;
and (iv) this Agreement. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs,
e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts,
improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Company or the other applicable member of the Company Group and be subject to the same restrictions on disclosure
applicable to all Confidential Information pursuant to this Agreement. For purposes of this Agreement, Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of
a disclosure or wrongful act of Employee or any of Employee’s agents; (B) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group;
(C) becomes available to Employee on a non-confidential basis from a source other than a member of the Company Group; provided, however, that such source is not bound by a confidentiality
agreement with, or other obligation with respect to confidentiality to, a member of the Company Group; or (D) is required to be disclosed by applicable law. 

(e) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Employee from lawfully: (i) initiating
communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law;
(ii) responding to any inquiry or legal process directed to Employee from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a
possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an
attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected
violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct
described in this paragraph, or to notify the Company that Employee has engaged in any such conduct. 

  
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 10. Non-Competition; Non-Solicitation. 
 (a) The Company shall provide Employee access to Confidential Information for
use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration
of the Company providing Employee with access to Confidential Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily agreed to the covenants set forth
in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all
respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s
Confidential Information, goodwill and legitimate business interests. 
 (b) During the Prohibited Period, Employee shall not, without the
prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: 

(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area, which
prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or
director of, any person or entity engaged in or planning to engage in the Business in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated with or engaged by, any person
or entity engaged in, or planning to engage in, the Business in the Market Area in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the
customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group; 

(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any
member of the Company Group located in the Market Area; 
 (iii) solicit, canvass, approach, encourage, entice or induce any
customer, vendor or supplier of any member of the Company Group with whom Employee had contact (including oversight responsibility) or learned Confidential Information about during Employee’s employment with any member of the Company Group to
cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company Group or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or 

  
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 (iv) solicit, canvass, approach, encourage, entice or induce any employee or
contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. 

Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where
(x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material business in
which a member of the Company Group has made a significant financial investment on or prior to the date of termination to be engaged in on or after such date and (y) Employee does not own more than 2% of the equity securities of such person or
entity. 
 (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of
the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have
no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent
jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the
Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
Employee further agrees that Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that Employee will reimburse the Company Group for all costs (including
reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if Employee challenges the reasonableness or enforceability of any of the provisions of this
Section 10. 
 (d) The covenants in this Section 10, and each provision and portion
hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent
jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems
reasonable, and this Agreement shall thereby be reformed. 
 (e) The following terms shall have the following meanings: 

(i) “Business” shall mean the business and operations that are the same or similar to those performed
by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations include the design, manufacture,
distribution, or sale of electrical wire harnesses, combiner boxes and junction boxes. 

  
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 (ii) “Business Opportunity” shall mean any actual or
potential commercial, investment or other business opportunity of any member of the Company Group or relating to the Business about which Employee learned Confidential Information during Employee’s employment with any member of the Company
Group. 
 (iii) “Market Area” shall mean (A) the United States and (B) the geographic area
within a one hundred (100) mile radius of any location where, prior to the termination of Employee’s employment with the Company Group, any member of the Company Group conducts the Business or has plans to conduct the Business. 

(iv) “Prohibited Period” shall mean the period during which Employee is employed by any member of the
Company Group and continuing for a period of twenty-four (24) months following the date that Employee is no longer employed by any member of the Company Group. 

(f) Employee undertakes and agrees that following the date that Employee is no longer employed by any member of the Company Group and prior to
entering into any relationship with any other party to serve as an officer, director, employee, consultant, partner, advisor, joint-venturer or in any other capacity with any other person or entity, Employee shall disclose to such other party the
terms of the restrictive covenants set forth herein and hereby consents to the Company making any related disclosures. 
 11. Ownership
of Intellectual Property. 
 (a) Employee agrees that the Company shall own, and Employee shall (and hereby does) assign, all right,
title and interest relating to any and all inventions (whether or not patentable), discoveries, developments, improvements, innovations, works of authorship, mask works, designs, know-how, ideas, formulae,
processes, techniques, data and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is or has been employed by or affiliated with the Company
or any other member of the Company Group, whether or not registerable under U.S. law or the laws of other jurisdictions, that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any
member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the
Company Group’s equipment, supplies, facilities or Confidential Information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Employee shall promptly disclose all Company
Intellectual Property to the Company in writing. To support Employee’s disclosure obligation herein, Employee shall keep and maintain adequate and current written records of all Company Intellectual Property made by Employee (solely or jointly
with others) during the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group in such form as may be specified from time to time by the Company. These records shall be available
to, and remain the sole property of, the Company at all times. For the elimination of doubt, the foregoing ownership and assignment provisions apply without limitation to patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, and all other intellectual and industrial property rights of any sort throughout the world. 

  
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 (b) All of Employee’s works of authorship and associated copyrights created during the
period in which Employee is employed by or affiliated with the Company or any other member of the Company Group and in the scope of Employee’s employment or engagement shall be deemed to be “works made for hire” within the meaning of
the Copyright Act. To the extent any right, title and interest in and to Company Intellectual Property cannot be assigned by Employee to the Company, Employee shall grant, and does hereby grant, to the Company Group an exclusive, perpetual,
royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell, offer for sale, import, export, reproduce, practice and otherwise commercialize such rights,
title and interest. 
 (c) Employee recognizes that this Agreement will not be deemed to require assignment of any invention or intellectual
property that Employee developed entirely on Employee’s own time without using the equipment, supplies, facilities, trade secrets, or Confidential Information of any member of the Company Group. In addition, this Agreement does not apply to any
invention that qualifies fully for protection from assignment to the Company under any specifically applicable state law or regulation. 

(d) To the extent allowed by law, this Section applies to all rights that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like, including without limitation those rights set forth in 17 U.S.C. §106A (collectively, “Moral Rights”). To the extent Employee retain any Moral Rights under
applicable law, Employee hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company or any member of the Company Group, and Employee hereby waives and agrees not to assert any Moral
Rights with respect to such Moral Rights. Employee shall confirm any such ratifications, consents, waivers, and agreements from time to time as requested by the Company. 

(e) Employee shall perform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any
other member of the Company Group, all acts deemed necessary or desirable by the Company to permit and assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and title
throughout the world in the Company Intellectual Property and Confidential Information assigned, to be assigned, or licensed to the Company under this Agreement.. Such acts may include execution of documents and assistance or cooperation (i) in
the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade
secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property or Confidential Information. 

(f) In the event that the Company (or, as applicable, a member of the Company Group) is unable for any reason to secure Employee’s
signature to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other proprietary
right under any Confidential Information or Company Intellectual Property, Employee hereby irrevocably designates and appoints the Company and each of the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and instead of Employee, (i) to execute, file, prosecute, register and memorialize the assignment of any such
application, (ii) to execute and file any documentation 

  
 13 













 
required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of
patents, copyrights, mask works, moral rights, trade secrets or other rights under the Confidential Information or Company Intellectual Property, all with the same legal force and effect as if executed by Employee. For the avoidance of doubt, the
provisions of this Section 11(f) apply fully to all derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations of
all Company Intellectual Property. 
 (g) In the event that Employee enters into, on behalf of any member of the Company Group, any contracts
or agreements relating to any Confidential Information or Company Intellectual Property, Employee shall assign such contracts or agreements to the Company (or the applicable member of the Company Group) promptly, and in any event, prior to
Employee’s termination. If the Company (or the applicable member of the Company Group) is unable for any reason to secure Employee’s signature to any document required to assign said contracts or agreements, or if Employee does not assign
said contracts or agreements to the Company (or the applicable member of the Company Group) prior to Employee’s termination, Employee hereby irrevocably designates and appoints the Company (or the applicable member of the Company Group) and
each of the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and instead of
Employee to execute said assignments and to do all other lawfully permitted acts to further the execution of said documents. 
 12.
Arbitration. 
 (a) Subject to Section 12(b), any dispute, controversy or claim between Employee and
any member of the Company Group arising out of or relating to this Agreement or Employee’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by confidential arbitration in
the State of Tennessee in accordance with the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted
under this Section 12 shall be private, shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA and shall be conducted in accordance
with the Federal Arbitration Act. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such
materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant
injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a
consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered
in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The parties acknowledge and agree that in connection with any such arbitration and
regardless of outcome, except as provided under this Section 12, each party will pay all of its own costs and expenses, including its own legal fees and expenses, and the arbitration costs will be shared equally by the
Company and Employee. 

  
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 (b) Notwithstanding Section 12(a), either party may make a timely
application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Sections 9 through 11; provided, however, that the remainder of any such Dispute (beyond the application
for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 12. 
 (c) By
entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY
TRIAL. 
 (d) Nothing in this Section 12 shall prohibit a party to this Agreement from (i) instituting
litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 12
precludes Employee from filing a charge or complaint with a federal, state or other governmental administrative agency. 
 13. Defense
of Claims; Cooperation. During the Employment Period and thereafter, upon request from the Company, Employee shall cooperate with the Company Group in the defense of any claims or actions that may be made by or against any member of the
Company Group that relate to Employee’s actual or prior areas of responsibility or knowledge. Employee shall further provide reasonable and timely cooperation in connection with any actual or threatened claim, action, inquiry, review,
investigation, process, or other matter (whether conducted by or before any court, arbitrator, regulatory, or governmental entity, or by or on behalf of any Company Group member), that relates to Employee’s actual or prior areas of
responsibility or knowledge. 
 14. Withholdings; Deductions. The Company is authorized to withhold and deduct from any
benefits, amounts, or payments related to this Agreement or Employee’s employment (a) all federal, state, local and other taxes and (b) any applicable deductions or withholdings. 

15. Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and
shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context
requires otherwise, all references to laws, regulations, contracts, documents, agreements and instruments refer to such laws, regulations, contracts, documents, agreements and instruments as they may be amended, restated or otherwise modified from
time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to
United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular
provision hereof. Unless the context requires otherwise, the word “or” is not exclusive. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.
All references to “including” shall be construed as meaning “including 

  
 15 













 
without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or
otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the
parties hereto. 
 16. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according
to the laws of the State of Tennessee without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the
parties hereby consent to the arbitration provisions of Section 12 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction,
forum and venue of the state and federal courts (as applicable) located in Tennessee. 
 17. Entire Agreement and Amendment.
This Agreement, the LLC Agreement, the SMH LLC Agreement and the Award Agreement contain the entire agreement of the parties with respect to the matters covered herein and supersede all prior and contemporaneous agreements and understandings,
oral or written, between the parties hereto concerning the subject matter hereof (including that certain employment offer letter dated December 9, 2017 (the “Offer Letter”); provided, however, that the provisions of this
Agreement are in addition to and complement (and do not replace or supersede) any other written agreement(s) or parts thereof between Employee and any member of the Company Group that create restrictions on Employee with respect to confidentiality, non-disclosure, non-competition, non-solicitation or non-disparagement. Without limiting the
scope of the preceding sentence, except as otherwise expressly provided in this Section 17, all understandings and agreements preceding the Effective Date and relating to the subject matter hereof are hereby null and void
and of no further force or effect, and this Agreement shall supersede all other agreements, written or oral, that purport to govern the terms of Employee’s employment (including Employee’s compensation) with any member of the Company
Group. Employee acknowledges and agrees that the Offer Letter is hereby terminated and has been satisfied in full, as has any other employment agreement between Employee and any member of the Company Group. In entering into this Agreement, Employee
expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed, is owed or ever could be owed pursuant to the agreement(s) referenced in the previous sentence and for services provided to any
member of the Company Group through the date that Employee signs this Agreement, with the exception of any unpaid base salary for the pay period that includes the date on which Employee signs this Agreement. This Agreement may be amended only by a
written instrument executed by both parties hereto. 
 18. Waiver of Breach. Any waiver of this Agreement must be
executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other
party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of
any breach will not deprive such party of the right to take action at any time. 

  
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 19. Assignment. This Agreement is personal to Employee, and neither this
Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the Company Group and to any successor to
or acquirer of (whether by merger, purchase or otherwise) all or substantially all of the equity, assets or businesses of the Company. 
 20.
Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) when sent by facsimile transmission (with confirmation of transmission) or
email on a business day to the number or email address set forth below, if applicable; provided, however, that if a notice is sent by facsimile transmission or email after normal business hours of the recipient or on a non-business day, then it shall be deemed to have been received on the next business day after it is sent, (c) on the first business day after such notice is sent by express overnight courier service, or
(d) on the second business day following deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: 

If to the Company, addressed to: 

Shoals Technologies Group, LLC 

1400 Shoals Way 
 Portland, TN
37148 
 Attn: Chief Executive Officer 

Email: jason.whitaker@shoals.com 

With a copy (which shall not itself constitute notice) to: 

Oaktree Capital Management, L.P. 

c/o Peter Jonna 
 11611 San
Vicente Blvd., Suite 700 
 Los Angeles, California 90049 

Email: pjonna@oaktreecapital.com 

If to Employee, addressed to: 

Dr. Philip Garton 

                       
                          

                       
                          

Email: philip.garton@shoals.com 

21. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each
of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one
party, but together signed by both parties hereto. Electronic copies shall have the same force and effect as the originals. 

  
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 22. Deemed Resignations. Except as otherwise determined by the Board or as
otherwise agreed to in writing by Employee and any member of the Company Group prior to the termination of Employee’s employment with the Company or any member of the Company Group, any termination of Employee’s employment shall
constitute, as applicable, an automatic resignation of Employee: (a) as an officer of the Company and each member of the Company Group; (b) from the Board; and (c) from the board of directors or board of managers (or similar governing
body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of the Company
Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) Employee serves as such Company Group member’s designee or other representative. Employee agrees to take any further
actions that any member of the Company Group reasonably requests to effectuate or document the foregoing. 
 23.
Section 409A. Notwithstanding any provision of this Agreement to the contrary: 

(a) All provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the
“Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be
construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be
excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a
termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. 

(b) To the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to
Section 7(f)(i) after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the
maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the Applicable March 15 (or the first business day
preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment
first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). 

(c) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under
this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of Employee’s taxable year following the taxable
year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of
expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to
be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period in which the arrangement is in effect. 

  
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 (d) If any payment or benefit provided for herein would be subject to additional taxes and
interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six (6) months after the Termination Date (such
date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date.
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable
for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. 

24. Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified
individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its
affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present
value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and
so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better
net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits
hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in
time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order.
The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or
otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times
Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 24 shall require any member of the Company
Group to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Code. 

25. Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise
determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by any member of the Company Group, which clawback policies
or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, each member of the Company Group reserves the right, without the consent of
Employee, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect. 

  
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 26. Effect of Termination. The provisions of Sections 7,
9-14 and 22, 24 and 25 and those provisions necessary to interpret and enforce them, shall survive any termination of this Agreement and any termination of the employment relationship between Employee and the
Company. 
 27. Third-Party Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement shall be
a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, 11, 12 and 22 and shall be entitled to enforce such obligations as if a party hereto. 

28. Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion
thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in
full force and effect. It is the intention of the parties that any such invalid or unenforceable provision be reformed and enforced to the fullest extent permitted by law. 

[Remainder of Page Intentionally Blank; 

Signature Page Follows] 

  
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 IN WITNESS WHEREOF, Employee and the Company each have caused this Agreement to be executed and
effective as of the Effective Date. 
  

			
	EMPLOYEE
	
	 /s/ Philip Garton

	Dr. Philip Garton
	
	SHOALS TECHNOLOGIES GROUP, LLC
		
	By:	 	 /s/ Jason Whitaker

		 	Jason Whitaker
		 	Chief Executive Officer


 SIGNATURE PAGE TO 

EMPLOYMENT AGREEMENT