SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Shoals Technologies Group, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

82489W107

(CUSIP Number)

Todd E. Molz

General Counsel, Chief Administrative Officer & Managing Director

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

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

July 19, 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   Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.
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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   PN

1	Names of Reporting Persons   Brookfield Asset Management Inc.
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   Canada

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   HC

1	Names of Reporting Persons   BAM Partners Trust
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   Canada

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   HC

1	Names of Reporting Persons   Oaktree Power Opportunities Fund IV, L.P.
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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   PN

1	Names of Reporting Persons   Oaktree Fund GP, 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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   OO

1	Names of Reporting Persons   Oaktree Power Opportunities Fund IV (Parallel), L.P.
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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   PN

1	Names of Reporting Persons   Oaktree Capital Management LP
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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   PN

1	Names of Reporting Persons   Oaktree Capital Group, 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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   OO

1	Names of Reporting Persons   Atlas OCM Holdings, 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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   OO

1	Names of Reporting Persons   Oaktree Capital Group Holdings, L.P.
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

Number of Shares Beneficially Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   0 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   0 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   0 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   0% (see item 5)
14	Type of Reporting Person   PN

This Amendment No. 1 (the “Amendment”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 1. Security and Issuer

This Amendment amends and restates the last paragraph of Item 1 of the Original Schedule 13D in its entirety as set forth below:

As of July 19, 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.

Item 2. Identity and Background

This Amendment adds the text set forth below after the last paragraph in Item 2 of the Original Schedule 13D:

Except as described in the next paragraph, during the last five years, none of the Reporting Persons: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On July 10, 2018, the SEC accepted OCM’s offer to resolve an investigation into violations of Rule 206(4)-5 of the Advisers Act, which prohibits a registered investment adviser from receiving compensation for advisory services from a governmental entity for two years after a prohibited political contribution exceeding certain limits is made by the adviser or a “covered associate” of the adviser to an official of or candidate for office of that governmental entity. OCM cooperated immediately and fully with the SEC’s inquiry into this matter and, without admitting or denying the SEC’s findings in an administrative cease and desist order, agreed to a censure, to cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder, and to pay a civil monetary penalty of $100,000.

Item 5. Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

(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 Oaktree, and Dean Solon (the “Founder”), Solon Holdco I, GP and Solon Holdco II, GP (together, the “Solon Entities”) as parties to the Stockholders’ Agreement (as defined below), prior to the closing of the Follow-on Offering (as defined below), may have been deemed part of a “group” within the meaning of Section 13(d)(3) of the Act.

The Stockholders’ Agreement terminated as it relates to each of the Reporting Persons at the closing of the Follow-on Offering.

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 0 shares of Common Stock, as described in Row (9) of the cover page of this Schedule 13D.

(c) Except as disclosed in Item 6 of this Schedule 13D (which is incorporated herein by reference), none of the Reporting Persons nor, to their knowledge, any Director, 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 that were beneficially owned by the Reporting Persons.

(e) July 19, 2021.

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.

This Amendment adds the text set forth below after the paragraph under the subheading “Registration Rights Agreement” in Item 6 of the Original Schedule 13D:

The Reporting Persons held no securities with the registration rights under the Registration Rights Agreement at the closing of the Follow-on Offering.

This Amendment adds the text set forth below after the last paragraph under the subheading “Stockholders’ Agreement” in Item 6 of the Original Schedule 13D:

The Stockholders’ Agreement terminated as it relates to each of the Reporting Persons at the closing of the Follow-on Offering.

This Amendment replaces the last paragraph in Item 6 of the Original Schedule 13D in its entirety as set forth below:

Follow-on Offering

On July 12, 2021, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “IPO Representatives”) of the several underwriters named in Schedule I to the underwriting agreement, dated January 26, 2021, by and among the Issuer, the IPO Representatives, Parent and Oaktree, agreed to waive the Lock-up Agreement with Oaktree, only to the extent necessary to permit the offer and sale by Oaktree of shares of Common Stock in an underwritten public offering (the “Follow-on Offering”) pursuant to a registration statement on Form S-1 (File No. 333-257856) filed with the Securities and Exchange Commission on July 12, 2021. Pursuant to the Underwriting Agreement, dated July 14, 2021 (the “Follow-on Underwriting Agreement”), by and among Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Follow-on Underwriters”), the Issuer, Parent and the selling stockholders named in Schedule II thereto, Oaktree agreed to sell 4,977,751 shares of Common Stock at a price of $27.02 per share (the public offering price of $28.00 per share less the underwriting discounts and commissions). In connection with closing of the Follow-on Offering on July 19, 2021, the Reporting Persons disposed of all Issuer securities previously reported as beneficially owned by the Reporting Persons.

In connection with the Follow-on Offering, Oaktree has entered into a lock-up agreement, a copy of which is filed as Exhibit 5 to this Schedule 13D (the “Follow-on Lock-up Agreement”), with the Follow-on Underwriters pursuant to which Oaktree, subject to certain exceptions, for a period of 90 days after the date of the Follow-on Offering final prospectus may not, without the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock, LLC Interests, or any options or warrants to purchase any shares of Common Stock, LLC Interests, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or LLC Interests (collectively, the “Follow-on Lock-up Securities”), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Follow-on Lock-up Securities, whether any such transaction or arrangement would be settled by delivery of common stock or other securities, in cash or otherwise 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 descriptions of the Registration Rights Agreement, the Stockholders’ Agreement, the Lock-Up Agreement, the IPO Lock-Up Waiver, the Follow-on Underwriting Agreement and the Follow-on Lock-Up 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. and Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. 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 Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.*
5	Lock-up Agreement, dated as July 14, 2021, entered into by and between Goldman Sachs  & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters for the Follow-on Offering, and Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.**

* Previously Filed

** Filed herewith

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: July 21, 2021

OAKTREE POWER OPPORTUNITIES FUND IV (DELAWARE) HOLDINGS, L.P.

/s/ Peter Jonna

Name: Peter Jonna

Title: Authorized Signatory

BROOKFIELD ASSET MANAGEMENT INC.

/s/ Kathy Sarpash

Name: Kathy Sarpash

Title: Senior Vice President - Legal & Regulatory

BAM Partners Trust

By: BAM Class B Partners Inc.

Its: Trustee

By:	/s/ Kathy Sarpash
Name:	Kathy Sarpash
Title:	Secretary

OAKTREE POWER OPPORTUNITIES FUND IV, L.P.

By: Oaktree Power Opportunities Fund IV GP, L.P.

Its: General Partner

By: Oaktree Fund GP, LLC

Its: General Partner

By: Oaktree Fund GP I, L.P.

Its: Managing Member

/s/ Henry Orren

Name: Henry Orren

Title: Authorized Signatory

OAKTREE FUND GP, LLC

By: Oaktree Fund GP I, L.P.

Its: Managing Member

/s/ Henry Orren

Name: Henry Orren

Title: Authorized Signatory

OAKTREE POWER OPPORTUNITIES FUND IV (PARALLEL), L.P.

By: Oaktree Power Opportunities Fund IV GP, L.P.

Its: General Partner

By: Oaktree Fund GP, LLC

Its: General Partner

By: Oaktree Fund GP I, L.P.

Its: Managing Member

/s/ Henry Orren

Name: Henry Orren

Title: Authorized Signatory

OAKTREE CAPITAL MANAGEMENT L.P.

/s/ Henry Orren

Name: Henry Orren

Title: Vice President

OAKTREE CAPITAL GROUP, LLC

/s/ Henry Orren

Name: Henry Orren

Title: Vice President

ATLAS OCM HOLDINGS, LLC

/s/ Henry Orren

Name: Henry Orren

Title: Vice President

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

By: Oaktree Capital Group Holding GP, LLC

Its: General Partner

/s/ Henry Orren

Name: Henry Orren

Title: Vice President

EX-99.5

Exhibit 5

Shoals Technologies Group, Inc.

Lock-Up Agreement

July 14, 2021

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Guggenheim 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

c/o Guggenheim Securities, LLC

330 Madison Avenue,

New York, New York 10017

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”), Shoals Parent LLC, a Delaware limited liability company, and the selling stockholders identified therein, providing for a public offering of shares of Class A common stock, par value $0.00001 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”).

As used herein, the term “Common Stock” collectively refers to the Company’s Class A Common Stock and the Company’s Class B Common Stock, par value $0.00001 per share. 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 90 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.

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”), 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, 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, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

2

(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, 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, 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, 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;

3

(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, 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, J.P. Morgan Securities LLC and Guggenheim 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.

4

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, J.P. Morgan Securities LLC and Guggenheim 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, J.P. Morgan Securities LLC and Guggenheim 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) July 31, 2021 if the public offering of the Shares has not been completed by such date.

Very truly yours,
	Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.
	Exact Name of Stockholder
	By:	Oaktree Fund GP, LLC
	Its:	General Partner
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Peter Jonna
		Name: Peter Jonna
		Title: Authorized Signatory
	By:	/s/ Frank Cannova
		Name: Frank Cannova
		Title: Authorized Signatory

5