SPRUCE POWER HOLDING CORP

Certain statements herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “could,” “may,” “will,” “might,” “should,” “believe,” “expect,” “anticipate,” “upcoming,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. All statements, other than statements of historical fact included herein, are forward-looking statements. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitation, statements with respect to the Company’s strategy and prospects and statements regarding the Term Sheet and the Refinancing Facility and the terms and conditions of such Refinancing Facility. Such statements are subject to certain risks and uncertainties, including, without limitation, the non-binding nature of the Term Sheet, the occurrence of any event, change or other circumstances that could give rise to the termination of the Term Sheet or that would prevent the execution of any definitive agreements with respect to the Refinancing Facility on the anticipated timing and terms or at all, the ability of the parties to negotiate and execute definitive documentation for the Refinancing Facility on the terms described therein or at all, the risk that the Refinancing Facility, if entered into, will contain terms (including interest rates, tranche sizing and other economic terms) that differ from those described therein, the ability of the Company to satisfy the applicable conditions to funding under the Refinancing Facility, the risk that the Company does not consummate such refinancing on or before January 30, 2027 and the resulting consequences under the Company’s existing credit facilities, including the obligation of certain additional subsidiaries of the Company to guarantee obligations under, and grant liens on their assets in favor of the lenders under, the Second KeyBank Credit Agreement, the risk that an event of default under one or more of the Company’s funded debt facilities could result in a cross-default under the other funded debt facilities of the Company and a foreclosure on the collateral securing such facilities, the risk that the Company may not have sufficient cash on hand or proceeds from available liquidity sources to repay its funded debt facilities at their respective maturity dates if the Refinancing Facility is not consummated, the risk that the Company may not be able to continue as a going concern if it is unable to repay or refinance its indebtedness prior to the applicable maturity dates, and those risks which are disclosed in the Company’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026 and subsequent Quarterly Reports on Form 10-Q. These factors are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from the results implied by these forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.