#1Investor Presentation April 2023 spruce#2Disclaimer Use of Forward-Looking Statements Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate,” “intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate XL Fleet and Spruce Power; the ability to identify and complete future acquisitions; the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature of the Company's business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company's products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company's business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks related to the rollout of the Company's business and the timing of expected business milestones; the effects of competition on the Company's future business; the availability of capital; and the other risks discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K filed on March 30, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements. Use of Non-GAAP Financial Information To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), Spruce Power reports certain non-GAAP financial information which have been reconciled to the nearest GAAP measures in the tables within this presentation. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. , spruce |2#3SECTION I Company Overview#4OUR MISSION OUR CULTURE Powering our customers' clean and efficient energy use, for a sustainable future Results Oriented Coordinated Purpose Driven spruce#5Spruce is a leading third-party owner (TPO) and operator of residential rooftop solar systems in the U.S. Offering a Differentiated Distributed Generation (DG) Solar Business Model ✓ 'Power as a Service' model ✓ Serve as both owner and operator of rooftop solar systems ✓ Organically built, in-house solar servicing business Proven growth through acquisition strategy ✓ Comprehensive home energy management provider (battery storage, EV charging) 72K+ Home Solar Systems & Contracts (1) 413MW Clean Power Generation Capacity(1) 13 Years Wtd Avg. Remaining Contract Life (1) Over $280 Million Net Portfolio Value(1)(2) $3.42 Net Portfolio Value + Total Cash per Share(3) (1) (2) (3) As of 12/31/22, pro forma the acquisition of the Spruce Power 4 Portfolio announced on March 23, 2023. See Appendix for definition of Net Portfolio Value. Based on cash and restricted cash of $217 million as of 12/31/2022 pro forma the acquisition of the Spruce Power 4 Portfolio announced March 23, 2023, and 147.9 million shares outstanding as of 12/31/2022. spruce 5#6(1) (2) ° Spruce Power's Value Proposition... & ...for Customers Savings versus purchasing electricity from the grid Reduced carbon footprint Backup power during outage events (when combined with storage) Low to no upfront investment Low to no maintenance costs ...for Investors 20+ year contracts that generate stable, recurring cash flows Annual solar production has only a 4% standard deviation (1) - Industry's cumulative defaults for residential solar PPAs and leases have ranged from less than 1% to 6% (2) Long-term customer relationships that have the potential to expand beyond solar Storage - EV Charging Grid Services Incremental revenues from selling environmental credits 888 ...for Society Reduced carbon and greenhouse gas emissions More resilient power grid, making communities less vulnerable as solar is added Increased domestic employment Economy gains access to added energy resources, and clean power attributes to accelerate energy transition Moody's, Solar Outshines Wind and Hydro Power With Steadier Output, April 10, 2017. As per KBRA analysis. KBRA calculates cumulative defaults as a percentage of Aggregate Discounted Solar Asset Balance ("ADSAB"). Cumulative defaults as expressed as a percentage of the original investment. spruce 6#7Spruce Business Overview A Premier North America DG Solar Platform Rooftop Solar Portfolio Spruce owns more than 72,000 rooftop solar systems and contracts representing 413MW of capacity(1), supported by long- term subscription agreements with homeowners + Spruce Servicing Spruce provides management services to its own portfolio as well as over 7,500 stand-alone systems (1)(2) owned by other companies, totaling about 80,000+ systems and customer contracts. Residential Power Markets Spruce has dedicated M&A and Environmental Commodities Management (ECM) market professionals focused on acquiring high-quality rooftop solar systems and clean power credits KER ลล (1) As of 12/31/2022, pro forma the acquisition of the Spruce Power 4 Portfolio announced on March 23, 2023. (2) Spruce provided management services to the Spruce Power 4 Portfolio prior to its acquisition and previously considered the underlying systems in its stand-alone system count. Giving no effect to the acquisition, Spruce provided management services to approximately 30,000 stand-alone systems as of 12/31/2022. , spruce 7#8SECTION II Market Dynamics & Business Strategy#9Spruce Has a Simple Business Model Designed for Realizing Synergies Between Ownership & Acquisition 1 2 3 Grow customer base by acquiring portfolios of DG Solar assets and customers, primarily residential solar leases and PPAs Enhance per-customer operating margin, as Spruce's in-house servicing platform increases in scale Capitalize on additional revenue opportunities through sale of emerging technologies to DG Solar customers (e.g. battery storage, SREC management, EV charging) spruce 19#10Substantial Addressable Market Driven by Massive Growth in U.S. Residential Solar Cumulative U.S. Residential Solar Installations (GWs) (1) 14 11 1 17 20 ~20% CAGR 24 30 36 20 42 42 2017 2018 2019 2020 2021 2022E 2023E 2024E 2017 2018 2019 2020 2021 2022 Third-Party Owned Installations - GW (2) 5.6 6.5 (3) SPRU Addressable Market Customers 0.9mm 1.0mm 7.6 1.2mm 1.3mm 8.7 10.0 11.6 2023E 13.2 2024E 14.9 1.5mm 1.8mm 2.0mm 2.3mm Key Highlights Addressable market of installed residential solar systems is growing rapidly as solar goes mainstream in the U.S. Meaningful lease/ PPA origination outside publicly traded TPO's by "non-strategics" creates target rich environment Inflation Reduction Act (IRA) supports pivot towards solar lease products, further bolstering M&A pipeline (1) Residential solar installation data based on BloombergNEF '2H 2022 US Clean Energy Market Outlook: Supersized Buildup'. (2) Represents estimate of cumulative share of third-party owned (TPO) installations. TPO share through FY2021 based on data from Lawrence Berkeley National Laboratory (range of 4% -59%). TPO share 2022 and thereafter assumed at 28%. (3) SPRU Addressable Market - Customers equal to TPO share in GW divided by Spruce Power estimate for average system size of 6.5kW spruce 10#11Proven Execution of Acquisition Strategy ...With Visibility to Continued Step-Change Growth ✓ Acquired 55,000 residential solar systems and contracts in 12 separate transactions since commencing M&A growth strategy in 4Q'18 ✓ Strong track record of generating attractive equity returns with levered IRRs ranging in the low to mid teens ✓ Current pipeline consists of either bilateral or marketed processes, representing thousands of systems • Spruce Solar Systems & Contracts ('000s) 30 21 24 50 50 ~34% CAGR 88 48 5 51 72+ YE18 YE19 YE20 YE21 YE22 1Q'23 1Q23 owned systems and contracts pro forma the acquisition of the Spruce Power 4 Portfolio announced on March 23, 2023. During 2021, Spruce did not transact primarily as a result of COVID related market disruptions. During 2022, Spruce acquired one portfolio of residential solar systems in 1H22, and the balance of the year was dedicated to the Company's merger process. spruce 11#12Growth Opportunity with Existing Customers Offers Meaningful Upside to Customer Economics Revenue Opportunity per Customer Rooftop Solar $120-$180 per month (1) Grid Services $5 - $10 per month (1) • EV Charging $25 - $35 per month (1) Energy Storage $175 - $250 per month (1) • • Opportunity to increase revenue per customer as homeowner energy requirements become increasingly sophisticated Existing customer base has low penetration of energy services beyond solar and are contractually bound to use Spruce for solar energy system upgrades Additional services carry significant margin opportunity given relatively low cost of adding new services for existing customers (1) Management estimate, based on existing portfolio and industry reports for new technology. spruce | 12#13Spruce Servicing is a Best-in-Class Residential Solar Servicer Provider of Services to Over 80,000 Customers Spruce Servicing is a leading residential energy services solution provider for the DG solar sector, providing services to both Spruce & third-party customers, touching over $1.0 billion in assets Key Benefits • Each incremental acquisition allows for increased servicing efficiencies and declining marginal costs of servicing and operations Significant experience in managing wide range of assets serves as foundation to service expanded customer relationships beyond solar to comprehensive home energy management Spruce's in-house capabilities... Customer billing Cash administration Customer service Delinquency management Collateral administration Tax administration Tax equity Portfolio accounting Power purchase agreements Operations & maintenance Account transfers & refinancing Customer education End-of-life administration Companies that use Spruce to manage their assets... Publicly traded solar companies Financial institutions Non-profit organizations spruce 13#14SECTION III Business Update & Financial Overview#15Update on Spruce's Three Core Pillars Purpose Driven Focus, Delivering on Customer, Sustainability and Financial Goals 1. 2. 3. Ensure an Industry Leading Customer Experience A. Customer Satisfaction Score (CSAT) improved from 54% in 1Q'22 to 81% in 4Q'22 B. Ongoing upgrades: Added 'Service by Chat' and 'Single Sign-in Customer Portal' since 3Q'22 A. Deliver Operational Excellence in Producing Clean Power for Customers and Communities In 4Q'22, our owned systems generated 76,000 MWh B. Our performance ratio in 2022 was 97% and our weather adjusted performance ratio was 101% Execute on Our Growth Strategy A. B. Acquired the Spruce Power 4 Portfolio on March 23, 2023, adding approximately 22,500 customers, and taking projected annual customer billings to over $100 million Completed four tax equity buyouts in 4Q'22, adding approximately $1.0mm in annual portfolio EBITDA spruce | 15#16Executing Our Growth Through Acquisition Strategy 1Q 2023 Deal Grows Customer Contract Base by 44% ✓ Spruce closed the acquisition of SS Holdings, 2017 and its subsidiaries (the "Spruce Power 4 Portfolio") on March 23, 2023 ✓ Net cash paid at close was $23mm and Spruce assumed $125mm of non-recourse project debt ✓ Represents Spruce's largest-ever acquisition, adding approximately 22,500 residential solar contracts and increasing Spruce's overall customer contract base by 44% ✓ Expands Spruce's footprint from 16 to 18 states through the addition of two new markets, Washington and Oregon Key Portfolio Highlights $206mm of Contracted Portfolio Value(1) Cash generation in 2023 expected from annual billings of $21mm and portfolio EBITDA of $18mm 22,500 residential solar contracts Customers diversified across 10 states Average remaining contract life of nearly 15 years High credit quality with average customer FICO score of 738 (1) Represents management's estimate for Contracted Portfolio Value of the Spruce Power 4 Portfolio as of February 2023. spruce 16#174Q 2022 Financial Performance Note: Results Impacted by Discontinued Legacy XL Fleet $ in millions, unless specified A B Financials Revenue Gross Margin Gross Margin (%) SG&A Net Income (Loss) Adjusted EBITDA (2) Adj. EBITDA Margin (%) Cash & Cash Equivalents. Non-Recourse Debt Key Operating Metrics C Home Solar Systems and Contracts Portfolio Generation Capacity - MW Combined Portfolio Generation - MWh Third-Party Serviced Systems 3Q'22(1) 4Q'22 Highlights A. Revenue in 4Q reflects first full quarter contribution from Spruce, with 3Q including only 5.1 18.1 2.7 10.1 B. 53% 56% 27.0 28.6 (22.0) (43.2) (8.3) 3.5 -163% 19% 271.6 240.1 542.5 533.2 C. 52,000 51,000 337 334 134,000 76,000 37,000 30,000 (1) 3Q'22 financial results adjusted for discontinued operations of XL Fleet. (2) Non-GAAP figure. Refer to Appendix for reconciliation of Adjusted EBITDA. (3) Cash & Cash Equivalents includes restricted cash of approximately $20mm and $32mm for the three months ended 12/31/22 and 9/30/22, respectively. 21 days of contribution SG&A in 4Q includes approximately $21mm of non- recurring expenses related to restructuring charges, legal fees, expenses related to corporate functions of the legacy XL fleet and integration expenses Home Solar Systems and Contracts owned was over 72,000 at 4Q'22, pro forma the acquisition of Spruce Power 4#18Measuring Customer Value • Our solar assets are backed by long-term, subscription- based contracts, with about 51,000 customers at the end of 4Q'22. Lease and PPA contract structures allow for reliable and highly visible cash flows. • • Spruce has $208mm in Net Portfolio Value as of 12/31/22, a measure reflecting the remaining projected net cash flows from customers discounted at 6% (PV6). Projected cash flows include the customer's initial agreement plus contract renewal period cash flows and the sale of uncontracted Renewable Energy Credits. ⚫ Net Portfolio Value grows as we add large numbers of customers through portfolio acquisition. As of 12/31/22, pro forma the acquisition of the Spruce Power 4 Portfolio, Net Portfolio Value was $289mm, or $506mm when including total cash of $217mm. (1) See Appendix for definitions of Portfolio Value metrics. $ in millions, unless specified 3Q'22 4Q'22 Contracted Portfolio Value $520 $510 Renewal Portfolio Value $215 $215 Uncontracted Renewable Energy Credits $17 $16 Gross Portfolio Value $752 $741 (-) Non-Recourse Project Debt ($542) ($533) Net Portfolio Value $210 $208 (+) Total Cash $272 $240 Net Portfolio Value + Total Cash $481 $448 Subscriber Value Sensitivities Contracted Portfolio Value - 6% $520 $510 Contracted Portfolio Value - 5% $550 $538 Renewal Portfolio Value -6% $215 $215 $253 $253 Uncontracted Renewable Energy Credits - 6% $17 $16 Uncontracted Renewable Energy Credits - 5% $18 $18 Net Portfolio Value - 6% $210 $208 Net Portfolio Value - 5% $279 $276 spruce 18 Renewal Portfolio Value - 5%#19Section IV Summary & Investment Thesis#20Spruce is a leading third-party owner (TPO) and operator of residential rooftop solar systems in the U.S. Power as a Service Model 72K+ Customers Across 18 States() Long-term Customer Relationships 13 Year Wtd Avg. Contract Life (1) Industry Leading Financials 55-65% Run-rate Adj. EBITDA Margins Best in Class Service Provider Over $1.0 billion in residential energy assets serviced by Spruce (1) As of 12/31/22, pro forma the acquisition of the Spruce Power 4 Portfolio announced on March 23, 2023. (2) See Appendix for definition of Net Portfolio Value. Residential Power Markets Leader Strong track record of acquiring rooftop solar systems and clean power credits O Creating Long-Term Value >$280mm of Net Portfolio Value (1)(2) spruce#21Leading institutions and family offices invest in Spruce Power 1 Gain pure play exposure to residential solar & distributed energy megatrend Residential solar installed capacity expected to grow at a 20% CAGR from 2017-2024(1), creating significant TAM for Spruce Rising electricity prices and increasingly sophisticated homeowner energy needs accelerating growth Incremental tailwinds from recently 2 ...Through a company with a novel and differentiated growth strategy vs public peer set... Low-cost customer acquisition strategy - growth through M&A vs direct-to-consumer peers Industry-leading financial metrics Revenue per Employee, CAC and Adjusted EBITDA Margin Significant liquidity to execute step change growth via M&A 3 ...At an Attractive Value Spruce trading at levels below both the present value of contracted cash flows AND cash Net Portfolio Value of over $280mm, including significant contracted value(2)(3) $3.42 of Net Portfolio Value plus cash per share ($1.95 + $1.47) versus current share price of $0.82(4) passed IRA (1) Residential solar installation data based on BloombergNEF '2H 2022 US Clean Energy Market Outlook: Supersized Buildup'. (2) See Appendix for definition of Net Portfolio Value. 1234 (3) (4) As of 12/31/22, pro forma the acquisition of the Spruce Power 4 Portfolio announced on March 23, 2023. Based on cash and restricted cash of $217 million as of 12/31/2022 pro forma the acquisition of the Spruce Power 4 Portfolio announced March 23, 2023, and 147.9 million shares outstanding as of 12/31/2022 and a share price of $0.82 as of March 31, 2023. spruce#22Section V Appendix#23Non-GAAP Financial Measures & Reconciliations Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA $ in thousands, unless specified Net (loss) income attributable to stockholders Net income attributable to noncontrolling interests Interest expense, net Impairment of goodwill and intangibles Depreciation and amortization EBITDA Loss on discontinued operations Gain on extinguishment of debt Loss on impairment of investment Restructuring charges (1) Legal charges related to SEC investigation and shareholder lawsuits Accreted contingent compensation obligation to sellers of World Energy (Gain) loss on disposal of assets Change in fair value of interest rate swaps 2021 Three Months Ended December 31, 2022 Twelve Months Ended December 31, 2022 2021 ($43,151) ($15,124) ($93,931) $28,790 721 0 1,140 0 7,920 4 10,062 39 877 9,483 0 5,507 682 8,419 1,756 (28,126) (14,438) (64,827) 30,585 14,719 9,306 40,112 23,812 0 0 (4,527) 0 0 3,000 0 3,000 8,394 5,534 9,939 5,534 3,809 0 9,553 36 49 (77) 0 1,049 (851) (2,981) (580) 26 2,978 0 (5,554) 0 Change in fair value of obligation to issue shares of common stock 5 (547) (535) (565) Meter upgrade campaign 483 0 663 0 Other one-time costs 216 0 332 Change in fair value warrant liabilities (2) (8,178) (5,148) Non-recurring acquisition/divestment expenses 1,828 0 Adjusted EBITDA $3,489 ($8,255) 16,544 ($4,105) 0 (90,138) 498 ($26,199) (1) Amount for the three months ended December 31, 2022 represents severance charges of $3.6 million and equity accelerations of $4.8 million. The amount for the twelve months ended December 31, 2022 also includes severance charges of $1.5 million relating to the restructuring of the business in the first quarter.. spruce | 23#24Definitions Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization ("EBITDA") We define EBITDA as our consolidated net income (loss) and adding interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results. Certain Additional Matters This presentation includes operational metrics such as number of customers, number of systems and Gross Portfolio Value, Contracted Portfolio Value and Renewal Portfolio Value. Gross Portfolio Value represents the sum of Contracted Portfolio Value, Renewal Portfolio Value and Uncontracted Renewable Energy Credits. Contracted Portfolio Value represents the present value of the remaining net cash flows discounted at 6% during the initial term of the company's customer agreements as of the measurement date. It is calculated as the present value of cash flows discounted at 6% that the company expects to receive from customers in future periods as set forth in customer agreements, after deducting expected operating and maintenance costs, equipment replacements costs, distributions to tax equity partners in consolidated joint venture partnership flip structures, and distributions to third party project equity investors. The calculation includes cash flows the company expects to receive in future periods from state incentive and rebate programs, contracted sales of solar renewable energy credits, and awarded net cash flows from grid service programs with utilities or grid operators. Renewal Portfolio Value is the forecasted net present value the company would receive upon or following the expiration of the initial customer agreement term, but before the 30th anniversary of the system's activation in the form of cash payments during any applicable renewal period for customers as of the measurement date. The company calculates the Renewal Portfolio Value amount at the expiration of the initial contract term assuming either a system purchase or a renewal and a 30-year customer relationship (although the customer may renew for additional years, or purchase the system), at a contract rate equal to 90% of the customer's contractual rate in effect at the end of the initial contract term. After the initial contract term, the company's customer agreements typically automatically renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing utility power prices. These operational metrics are not necessarily comparable to the same or similar metrics as calculated by other companies. This presentation also contains market data, statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to such information. Some data are also based on Spruce Power's good faith estimates, which are derived from its review of internal sources as well as the independent sources described above. Although Spruce Power believes these sources are reliable, we have not independently verified the accuracy or completeness of the information contained in the industry publications and other publicly available information. Accordingly, Spruce Power makes no representations as to the accuracy or completeness of that information nor do we undertake to update such information after the date of this presentation. spruce | 24