Spruce Power Announces Notice of Pendency and Proposed Settlement of Stockholder Derivative Matters

Spruce Power Holding Corporation (NYSE: SPRU) has released the following notice according to THE UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS:

THE UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

VAL KAY, Derivatively on Behalf of Nominal Defendant XL FLEET CORP.,   Plaintiff, v.   DEB FRODL, ERIC TECH, KEVIN GRIFFIN, CHRIS HAYES, JOHN LEDECKY, SARA SCLARSIC, JOHN MILLER, H.R. BRADY, DIMITRI KAZARINOFF, THOMAS J. HYNES III, AND BRIAN PIERN,   Defendants, And     XL FLEET CORP.,   Nominal Defendant.

Case No. 22-cv-10977 EXHIBIT C-2

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE MATTERS

TO:

ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF SPRUCE POWER HOLDING CORPORATION (FORMERLY KNOWN AS XL FLEET CORP.) (THE “COMPANY,” “XL FLEET,” OR “SPRUCE POWER”) COMMON STOCK (TICKER SYMBOL: SPRU) AS OF MARCH 1, 2024 (“CURRENT STOCKHOLDERS”).

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL WITH PREJUDICE OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.

IF THE COURT APPROVES THE SETTLEMENT OF THE DERIVATIVE MATTERS, CURRENT SPRUCE POWER STOCKHOLDERS WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND DISMISSAL WITH PREJUDICE, AND FROM PURSUING RELEASED CLAIMS.

THIS ACTION IS NOT A “CLASS ACTION.” THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.

PLEASE TAKE NOTICE that this action is being settled on the terms set forth in a Stipulation of Settlement dated March 1, 2024 (the “Stipulation”). The purpose of this Notice is to inform you of:

• the existence of the above-captioned derivative action Kay v. Frodl, et al., Case No. 22-cv-10977 (D. Mass.), pending in the Court (the “Massachusetts Action”);
• the existence of a similar derivative action captioned In re Spruce Power Holding Corp. S’holder Derivative Litig., Case No. 1:23-cv-00289-MN (D. Del.), pending in the United States District Court for the District of Delaware (the “Delaware Action”);
• the existence of a December 28, 2022 shareholder litigation demand by shareholder Sham Lakhani (the “Litigation Demand”) (together with the above cases, the “Derivative Matters”);
• the proposed settlement between Plaintiffs¹ and Defendants reached in the Derivative Matters (the “Settlement”);
• the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement and dismissal of the Derivative Matters with prejudice;
• Plaintiffs’ Counsel’s application to the Court for the Fee and Expense Amount; and
• Plaintiffs’ Counsel’s application to the Court for case Service Awards to the Plaintiffs.

This Notice describes what steps you may take in relation to the Settlement. This Notice is not an expression of any opinion by the Court about the truth or merits of Plaintiffs’ claims or Defendants’ defenses. This Notice is solely to advise you of the proposed Settlement of the Derivative Matters and of your rights in connection with the proposed Settlement.