PIC Pivotal Investment Corporation II

Item 1.01. Entry into a Material Definitive Agreement.

On March 23, 2023, Spruce Power Holding Corporation (the “Company”) entered into a Membership Interest Purchase and Sale Agreement (the “Purchase Agreement”) with Mezzanine Partners III, L.P. (“Mezz Partners”), AP Mezzanine Partners III, L.P. (“AP Mezz Partners”), and SS Offshore, L.P. (“SS Offshore”, and, together with Mezz Partners and AP Mezz Partners, the “Sellers”), and HPS Investment Partners, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative, pursuant to which, on the date thereof, the Company acquired 100% of the membership interests in SS Holdings 2017, LLC (“HPS Blocker”), SunStreet Energy Master Tenant Holdings, LLC (“SEMTH”), SunStreet Energy Tenant, LLC (“SET”), and SET Borrower 2022, LLC (the “Borrower” and, together with HPS Blocker, SEMTH and SET, collectively, the “Target Companies”), from the Sellers for approximately $23 million in cash, net of cash acquired, and assumed $125 million in debt, subject to the terms and conditions set forth therein. The Target Companies and their respective subsidiaries own the 20-year use rights and are entitled to receive 100% of the cash flow from more than 22,500 residential rooftop solar systems across 10 states in the U.S. The Purchase Agreement contains customary representations, warranties, covenants and other terms for transactions of a similar nature.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Purchase Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Target Companies or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or the Target Companies or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in a confidential disclosure schedule that the parties have exchanged. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of such agreement or a prior, specified date, (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/or other matters, and (iii) they may be modified in important part by the underlying disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The information set forth in Item 2.03 below is incorporated by reference herein.