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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-01 · 157 added, 287 removed, 58 unchanged (88% of the section changed)

Controls and Procedures

Conclusions Regarding the Effectiveness of Disclosure Controls

and Procedures

We maintain disclosure controls and procedures

(as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) designed to ensure that the information we are required

to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified under the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (our

principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate to allow timely decisions

regarding required disclosures.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer

and our Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls

and procedures as of December 31, 2021.

Management excluded its wholly-owned subsidiary, World Energy Efficiency Services, LLC from its

assessment of internal control over financial reporting as of December 31, 2021 because this entity was acquired by the Company in purchase

business combination during 2021.

Based on this evaluation, including the presence of material weaknesses

as discussed below, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures

were not effective at the reasonable assurance level as of December 31, 2021.

Notwithstanding the identified material weaknesses,

management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material

respects, our financial position, results of operations, and cash flows as of and for the periods present in accordance with U.S.

In designing and evaluating our disclosure controls and procedures,

management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the

fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible

controls and procedures relative to their costs.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency or combination of deficiencies

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial

statements would not be prevented or detected on a timely basis.

These deficiencies could result in misstatements to our financial statements

that would be material and would not be prevented or detected on a timely basis.

In the course of preparing the financial statements for the year ended

December 31, 2021, we identified separate material weaknesses in internal control over financial reporting, which relates to the ineffective

design and implementation of Information Technology General Controls (“ITGC”) combined with the lack of properly designed

management review controls to compensate for these deficiencies.

The Company’s ITGC deficiencies included improperly designed controls

pertaining to user access rights and segregation of duties over systems that are critical to the Company’s system of financial reporting.

The Company’s management review controls include the review and approval of journal entries, account reconciliations, accounting

estimates, and other technical accounting matters.

The Company did not maintain sufficient evidence of certain of these review control

The ITGC deficiencies, combined with a lack of properly designed and implemented management review controls to compensate

for these deficiencies, represent material weaknesses in the Company’s internal control over financial reporting as there is a reasonable

possibility that a material misstatement with respect to the Company’s significant accounts and disclosures will not be prevented

or detected on a timely basis.

Remediation Plan

Our management is in the process of developing

a remediation plan.

As of December 31, 2020, we had identified material weaknesses in internal control over financial reporting that related

to the accounting for equity instruments, insufficient technical accounting resources and lack of segregation of duties.

we took steps to remediate these weaknesses through, among other things, (1) the hiring of a Chief Financial Officer;

(2) the hiring of

a Certified Public Accountant as the controller who had experience with public company reporting and technical accounting;

(3) the hiring

of a Senior Director of SOX Compliance with experience in internal control environments and design;

(4) hiring third party professionals

to perform a comprehensive assessment of the Company’s internal controls, including design and gap assessments;

and (5) the hiring

of additional finance personnel to enable processes with appropriate segregation of duties.

The material weaknesses will not be considered remediated until management designs and implements effective controls

that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Our management

will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

While we believe that these efforts will improve our internal controls

over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating

effectiveness of internal controls over a sustained period of financial reporting cycles.

We believe we are making progress toward achieving the effectiveness

of our internal controls and disclosure controls.

The actions that we are taking are subject to ongoing management review, as well as

audit committee oversight.

We will not be able to conclude whether the steps we are taking will fully remediate these material weaknesses

in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness.

We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material

weaknesses expeditiously.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and Board of Directors of

XL Fleet Corp.

and Subsidiaries

Adverse Opinion on Internal Control over

Financial Reporting

We have audited XL Fleet Corp.

and Subsidiaries’

(the "Company") internal control over financial reporting as of December 31, 2021, based on criteria established in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion,

because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control

criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria

established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

A material weakness is a control deficiency, or combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses

have been identified and included in “Management's Annual Report on Internal Control Over Financial Reporting”:

Company has not established an effective control environment due to the ineffective design and implementation of Information Technology

General Controls (“ITGC”) and management review controls.

The Company’s ITGC deficiencies included improperly designed

controls pertaining to user access rights and segregation of duties over systems that are critical to the Company’s system of financial

The Company’s management review controls include the review and approval of journal entries, account reconciliations,

accounting estimates, and other technical accounting matters.

The Company did not maintain sufficient evidence of these review control

The ITGC deficiencies, combined with a lack of properly designed management review controls to compensate for these deficiencies,

represent a material weakness in the Company’s internal control over financial reporting as there is a reasonable possibility that

a material misstatement with respect to the Company’s significant accounts and disclosures will not be prevented or detected on

a timely basis.

These material weaknesses were considered in determining

the nature, timing and extent of audit tests applied in our audit of the fiscal 2021 consolidated financial statements, and this report

does not affect our report dated March 1, 2022 on those financial statements.

We have also audited, in accordance with the

standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of

December 31, 2021 and 2020and the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows

for each of the three years in the period ended December 31, 2022 of the Company and our report dated March 1, 2022 expressed an unqualified

opinion on those financial statements.

Explanatory Paragraph – Excluded Subsidiary

As described in “Management Annual Report

on Internal Control Over Financial Reporting,” management has excluded its wholly owned subsidiary, World Energy Efficiency Services,

LLC, from its assessment of internal control over financial reporting as of December 31, 2021 because this entity was acquired by the

Company in purchase business combinations during 2021.

We have also excluded World Energy Efficiency Services, LLC from our audit of internal

control over financial reporting.

This subsidiary’s total assets and total revenues represent approximately 1% and 82%, respectively,

of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Basis for Opinion

The Company's management is responsible for

maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over

financial reporting, included in the accompanying "Management Annual Report on Internal Control Over Financial Reporting." Our

responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public

accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included

obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing

such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control

over Financial Reporting

A company's internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition

of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with

the policies or procedures may deteriorate.

March 1, 2022

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

The Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is accumulated and communicated to its Management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management excluded the operations of Spruce Power from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a business combination in the third quarter of 2022.

The Company’s Management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2022.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022, because of the material weakness in internal control over financial reporting described below.

Changes in Internal Control over Financial Reporting

As discussed above, we are implementing certain measures to remediate

the material weakness identified in the design and operation of our internal control over financial reporting.

Other than those measures,

there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting cannot provide absolute

assurance of achieving their objectives.

Internal control over financial reporting is a process that involves human diligence and compliance

and is subject to lapses in judgement and breakdowns resulting from human failures.

Due to their inherent limitations, there is a risk

that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

It is possible

to design safeguards to reduce, but not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal

control over financial reporting for our company.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect all misstatements or fraud.

Any control system, no matter how well designed and operated, is based upon certain

assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

As previously disclosed under “Item 9A – Controls and Procedures” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Management concluded that its internal control over financial reporting was not effective based on the material weaknesses identified, Information Technology General Controls (“ ITGC ”) and M anagement Review Controls .

As of December 31, 2022, the Company has completed remediation of the previously reported Management Review Controls .

The Company has designed and implemented procedures and controls over the period-end close process and related documentation including, but not limited to, review and approval of journal entries, account reconciliations, accounting estimates, other technical accounting matters, general-ledger account maintenance and financial statement analysis.

In connection with the acquisition of Legacy Spruce Power, the Company is integrating Legacy Spruce Power’s internal controls over financial reporting into the Company’s financial reporting framework.

Such integration has resulted and may continue to result in changes that materially affect the Company’s internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Other than the changes that have and may continue to result from the integration of Legacy Spruce Power and the remediation of the Company’s Management Review Controls , there was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Effective internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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A material weakness is a control deficiency, or a combination of control deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on the criteria established by the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

In the course of preparing the financial statements for the year ended December 31, 2022, Management identified a material weakness in internal control over financial reporting, which relates to the ineffective design and implementation of ITGC.

The Company’s ITGC deficiencies included improperly designed controls pertaining to user access rights and segregation of duties over systems that are critical to the Company’s system of financial reporting.

The ITGC deficiencies represent material weaknesses in the Company’s internal control over financial reporting as there is a reasonable possibility that a material misstatement with respect to the Company’s significant accounts and disclosures will not be prevented or detected on a timely basis.

As a result of the material weaknesses described above, Management has concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was ineffective.

Notwithstanding the identified material weaknesses, Management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations, and cash flows as of and for the periods present in accordance with U.S.

Remediation Plan

Management continues its efforts to integrate Legacy Spruce Power’s internal controls over financial reporting into the Company’s financial reporting framework and to enhance the Company’s remediation plan related to its ITGC material weakness.

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, with the acquisition of Legacy Spruce Power and the evaluation of strategic alternatives for the Company’s Drivetrain and XL Grid businesses, the Company exited the Drivetrain and XL Grid businesses and took certain restructuring actions to integrate and remove corporate function redundancies.

Related to this integration the Company has been evaluating all aspects of its internal control framework to identify and remediate any potential gaps and to identify any other opportunities to ensure the effectiveness of the Company’s internal controls.

The material weaknesses will not be considered remediated until Management designs and implements effective controls that operate for a sufficient period of time and Management has concluded, through testing, that these controls are effective.

Management will monitor the effectiveness of its integration and remediation plans and will make changes Management determines to be appropriate.

While Management believes that these efforts will improve the Company's internal controls over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

Management believes the Company is making progress toward achieving the effectiveness of its internal controls and disclosure controls.

The actions that Management is taking are subject to ongoing Management review, as well as audit committee oversight.

Management will not be able to conclude whether the steps it is taking will fully remediate the material weakness in the Company's internal control over financial reporting until Management has completed its remediation efforts and subsequent evaluation of their effectiveness.

Management will continue to assess the effectiveness of its internal control over financial reporting and take steps to remediate the known material weakness expeditiously.

Report of Independent Registered Public Accounting Firm

Because we are a non-accelerated filer, the Company's independent registered public accounting firm is not required to express an opinion on the effectiveness of the Company's internal control over financial reporting.

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers, and Corporate Governance

The information required by this Item will be

set forth in the section headed “Directors, Executive Officers and Corporate Governance” in our Proxy Statement and is incorporated

in this report by reference.

have adopted a code of ethics for directors, officers (including our principal executive officer) and employees, known as Our Corporate

Code of Conduct and Ethics and Whistleblower Policy.

A copy of Our Corporate Code of Conduct and Ethics and Whistleblower Policy is available

on our website at www.xlfleet.com under the Governance, Documents and Charters section of our Investors page.

We will promptly disclose

on our website (i) the nature of any amendment to the policy that applies to our principal executive officer or persons performing similar

functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these

specified individuals, the name of such person who is granted the waiver and the date of the waiver.

The information required by this Item will be set forth in the sections headed “Management and Corporate Governance” and "Delinquent Section 16(a) Reports" in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

The Company has adopted a code of ethics for directors, officers (including its principal executive officer) and employees, known as Our Corporate Code of Conduct and Ethics and Whistleblower Policy.

A copy of Our Corporate Code of Conduct and Ethics and Whistleblower Policy is available on the Company's website at www.sprucepower.com under the Governance, Documents and Charters section of our Investors page.

The Company will promptly disclose on its website (i) the nature of any amendment to the policy that applies to the Company's principal executive officer or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

The members of the Audit Committee are John P.

Miller (Chair), Christopher Hayes and Jonathan Ledecky.

Executive Compensation

The information required by this Item will be

set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated in this report

by reference.

Security Ownership of Certain Beneficial Owners and Management

and Related Shareholder Matters.

The information required by this Item will be

set forth in the section headed “ Security Ownership of Certain Beneficial Owners and Management ” in our Proxy Statement

and is incorporated in this report by reference.

Information regarding our equity compensation

plans will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated

in this report by reference.

Certain Relationships and Related Transactions, and Director

Independence.

The information required by this Item will be

set forth in the section headed “ Certain Relationships and Related Person Transactions ” in our Proxy Statement and

is incorporated in this report by reference.

Principal Accounting Fees and Services.

The information required by this Item will be

set forth in the section headed “— Ratification of Selection of Independent Registered Public Accounting Firm ”

in our Proxy Statement and is incorporated in this report by reference.

The information required by this Item will be set forth in the section headed “ Executive Officer and Director Compensation ” in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this Item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and Management ” in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

Information regarding the Company's equity compensation plans will be set forth in the section headed “ Executive Officer and Director Compensation - Equity Compensation Plan Information ” in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be set forth in the sections headed “ Certain Relationships and Related Person Transactions ” and “Management and Corporate Governance - Our Board of Directors” in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

Principal Accountant Fees and Services

The information required by this Item will be set forth in the section headed “Proposal No.

2 — Ratification of Selection of Independent Registered Public Accounting Firm ” in the Proxy Statement for the 2023 annual meeting of stockholders which will be filed within 120 days after the end of the fiscal year and is incorporated in this report by reference.

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Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report.

The following financial statements of XL Fleet

and Report of Marcum LLP, Independent Registered Public Accounting Firm, are included in this report:

The following financial statements of Spruce Power Holding Corporation and Report of Marcum LLP, Independent Registered Public Accounting Firm, are included in this report:

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations for the Years Ended December 31, 202 2 and 202 1

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 202 2 and 202 1

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 2 and 202 1

1 unchanged sentence

List of financial statement schedules:

All schedules have been omitted because they

are not applicable or the required information is shown in the financial statements or notes thereto.

List of Exhibits required by Item 601 of Regulation

All schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

List of Exhibits required by Item 601 of Regulation S-K.

See part (b) below.

(b) Exhibits.

Description Included Form Filing Date

2.1*+ Agreement and Plan of Reorganization, dated as of September 17, 2020, by and among Pivotal Investment Corporation II, PIC II Merger Sub Corp.

and XL Hybrids, Inc.

December 4, 2020

By Reference S-4/A December 4, 2020

2.2 Membership Interest Purchase and Sale Agreement, dated as of September 9, 2022, by and between the Company, SF Solar Blocker 2 LLC, SF Solar Blocker 3 LLC, Spruce Holding Company 3 Holdco LLC and HPS Investment Partners, LLC

By Reference 8-K September 15, 2022

3.1 Second Amended and Restated Certificate of Incorporation.

December 23, 2020

Amended and Restated Bylaws.

December 23, 2020

Specimen Common Stock Certificate.

December 23, 2020

By Reference 8-K December 23, 2020

3.2 Certificate of Amendment changing name of Registrant to Spruce Power Holding Corporation

By Reference 8-K November 14, 2022

3.3 Amended and Restated Bylaws , as amended as of November 10, 2022

By Reference 8-K November 14, 2022

4.2 Specimen Warrant Certificate.

December 23, 2020

By Reference 8-K December 23, 2020

4.3 Warrant Agreement, dated as of July 11, 2019, between Continental Stock Transfer & Trust Company and the Registrant.

July 16, 2019

By Reference 8-K July 16, 2019

4.4 Warrant Agreement, dated as of September 29, 2017, between XL Hybrids, Inc.

and MOTIV Partners LLC.

March 31, 2021

By Reference 10-K March 31, 2021

4.5 Amendment to Warrant Agreement, dated as of December 15, 2020, between XL Hybrids, Inc.

and MOTIV Partners LLC.

March 31, 2021

By Reference 10-K March 31, 2021

4.6 Description of Registered Securities

March 31, 2021

By Reference 10-K March 31, 2021

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Description Included Form Filing Date

10.1† Supply Agreement, dated as of July 19, 2019, by and between XL Hybrids, Inc.

and Parker-Hannifin Corporation.

November 10, 2020

By Reference S-4/A November 10, 2020

10.2# XL Hybrids, Inc.

2010 Equity Incentive Plan, including form of stock option agreement and form of restricted stock agreement.

October 2, 2020

By Reference S-4 October 2, 2020

10.3 Form of Subscription Agreement.

September 18, 2020

By Reference 8-K September 18, 2020

10.4 Registration Rights Agreement.

October 2, 2020

By Reference S-4 October 2, 2020

10.5 Lock-Up Agreement.

October 2, 2020

By Reference S-4 October 2, 2020

10.6 Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.

June 13, 2019

By Reference S-1 June 13, 2019

10.7 XL Fleet Corp.

2020 Equity Incentive Plan.

March 31, 2021

By Reference 10-K March 31, 2021

10.8 XL Fleet Corp.

2020 Equity Incentive Plan Form of Stock Option Agreement.

December 23, 2020

By Reference 8-K December 23, 2020

10.9 XL Fleet Corp.

2020 Equity Incentive Plan Form of Restricted Stock Unit Agreement.

December 23, 2020

By Reference 8-K December 23, 2020

10.10 Form of Indemnification Agreement between the Registrant and each officer and director.

December 23, 2020

Executive Employment Agreement dated as of November 1, 2021, by and

between XL Fleet Corp.

and Eric Tech

November 1, 2021

By Reference 8-K December 23, 2020

10.12 Employment Agreement for James Berklas, dated November 4, 2021

November 10, 2021

By Reference 8-K November 10, 2021

10.13 Amended and Restated Credit Agreement, dated October 29, 2019, among Kilowatt Systems, LLC, Volta MH Owner II, LLC, Greenday Finance I LLC and SpruceKismet, LLC, as Co-Borrowers, Silicon Valley Bank, as Administrative Agent, ING Capital LLC and Silicon Valley Bank as Issuing Banks, and the financial institutions from time to time party thereto as lenders, as conformed for each of Omnibus Amendment and Consent, dated as of March 5, 2020, Amendment to Credit Agreement, dated as of May 29, 2020, and Omnibus Amendment and Consent, dated March 18, 2021.

By Reference 8-K September 15, 2022

10.14 Amended and Restated Credit Agreement, dated July 12, 2022, among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto.

By Reference 8-K September 15, 2022

10.15 Credit Agreement, dated November 13, 2020, among Spruce Power 3, LLC, as Borrower, KeyBank National Association, as Administrative Agent and Issuing Bank, and the lenders from time to time party thereto.

By Reference 8-K September 15, 2022

10.16 Omnibus Amendment and Accession dated April 8, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC and KWS Solar Term Parent 3 LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto.

By Reference 8-K September 15, 2022

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Description Included Form Filing Date

10.17 Waiver and Second Amendment to Amended and Restated Credit Agreement, dated July 12, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, KWS Solar Term Parent 3 LLC and Spruce Power 3 Holdco, LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto.

By Reference 8-K September 15, 2022

10.18 Executive Employment Agreement, dated September 9, 2022, by and between XL Fleet Corp.

and Christian Fong.

By Reference 8-K September 15, 2022

10.19 Restricted Stock Award Grant under the Registrant’s 2020 Equity Incentive Plan, dated September 9, 2022, to Christian Fong by XL Fleet Corp.

By Reference 8-K September 15, 2022

10.20 Offer Letter, dated as of March 11, 2022, by and between XL Fleet Corp.

and Donald P.

By Reference 8-K April 12, 2022

10.21 Severance Letter, dated October 26, 2022, between the Company and Donald Klein

By Reference 8-K October 28, 2022

10.22 Offer Letter, dated as of May 18, 2022, by and between XL Fleet Corp.

and Stacey Constas

10.23 Severance Letter, dated October 26, 2022, between the Company and Stacey Constas

By Reference 8-K October 28, 2022

10.24 Executive Severance Policy

By Reference 10-Q August 9, 2022

14 Amended and Restated Corporate Code of Conduct and Ethics and Whistleblower Policy.

December 23, 2020

By Reference 8-K December 23, 2020

21 Subsidiaries of the Registrant.

December 23, 2020

By Reference 8-K December 23, 2020

23.1* Consent of Marcum LLP, independent registered public accounting firm

4 unchanged sentences

32.2^* Certification of Principal Financial Officer Pursuant to 18 U.S.C.

1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File

and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish supplementally a copy of

any omitted schedule or exhibit to the SEC upon request.

confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential

portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

management contract or compensatory plan or arrangement.

accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and

32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section

18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933

except to the extent that the registrant specifically incorporates it by reference.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document Herewith

101.SCH* XBRL Taxonomy Extension Schema Document Herewith

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document Herewith

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document Herewith

101.LAB* XBRL Taxonomy Extension Label Linkbase Document Herewith

Table of Content s

Description Included Form Filing Date

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document Herewith

104 Cover Page Interactive Data File Herewith

* Filed herewith

*+ Schedule and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

† Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

# Indicates management contract or compensatory plan or arrangement.

^ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.

Form 10-K Summary

Not applicable

In accordance with Section 13 or 15(d) of the

Exchange Act, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto

duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

SPRUCE POWER HOLDING CORPORATION

March 30, 2023

/s/ Christian Fong

Christian Fong

Chief Executive Officer

(Principal Executive Officer)

SPRUCE POWER HOLDING CORPORATION

March 30, 2023

Chris Goldner

Interim Chief Financial

/s/ Donald P.

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Director and Chief Executive

(Principal Executive Officer)

Chris Goldner

Interim Chief Financial

Chris Goldner

(Principal Financial Officer

and Principal Accounting Officer)

and Chair of the Board

Kevin Griffin

Christopher Hayes

Person Capacity Date

/s/ Christian Fong Chief Executive Officer and Director March 30, 2023

Christian Fong (Principal Executive Officer)

/s/ Donald P.

Klein Chief Financial Officer March 30, 2023

Klein (Principal Financial Officer and Principal Accounting Officer)

/s/ Christopher Hayes Director and Chair of the Board March 30, 2023

Christopher Hayes

Niharika Ramdev

Sarah Sclarsic

/s/ Kevin Griffin Director March 30, 2023

Kevin Griffin

/s/ Jonathan J.

Ledecky Director March 30, 2023

Miller Director March 30, 2023

/s/ Eric Tech Director March 30, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures