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XL Fleet Corp. Receives Notice Regarding NYSE Continuous Rating Standard

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XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a provider of subscription-based services that make it easy for homeowners and small businesses to own and maintain rooftop solar and battery storage, announced today that on October 20, 2022, it received a notice from the New York Stock Exchange (“NYSE”), notifying the Company that it does not meet the NYSE Price Criteria for Continuing Listing Standards because, Effective October 19, 2022, the average closing price of the Company’s common stock was less than $1.00 per share over a period of 30 consecutive trading days.

The Company will notify the NYSE of its intent to remedy its stock price deficiency within the applicable time period required by the NYSE and to return to compliance with the NYSE Continuous Listing Standard. The Company may reinstate compliance at any time during the six-month period following receipt of notice from the NYSE if, on the last trading day of any calendar month during the remedial period, the Company has a closing price of at least $1.00 and an average closing stock price of at least $1.00 over the 30 trading day period ending on the last trading day of that month. The Company intends to consider all available alternatives, including, but not limited to, a possible reverse stock split, subject to shareholder approval, no later than the next annual meeting of shareholders. shareholders of the Company, if necessary to remedy the non-conformity of the share price. Under NYSE rules, if the company determines that it will remedy the stock price shortfall by taking an action that will require shareholder approval no later than its next annual meeting of shareholders and implements promptly thereafter, the price condition will be deemed corrected if the price quickly rises above $1.00 per share and the price remains above that level for at least the next 30 trading days.

The NYSE notification does not affect the Company’s business operations, its reporting requirements to the Securities and Exchange Commission, its credit agreements or other contractual obligations. The Company’s common stock will continue to be listed and traded on the NYSE, subject to compliance with the NYSE’s other continuous listing standards. The Company is currently in compliance with other applicable NYSE continuous listing standards.

This press release is published in accordance with the rules of the NYSE. The NYSE notice was issued pursuant to section 802.01C of the NYSE Handbook for Listed Companies.

About XL Fleet

XL Fleet provides subscription-based services that make it easy for homeowners and small businesses to own and maintain rooftop solar and battery storage. Our as-a-service model gives consumers access to new technologies without making a large upfront investment or incurring maintenance costs. XL Fleet has over 52,000 subscribers across the United States. For more information, please visit www.xlfleet.com.

Forward-looking statements

Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are generally accompanied by words such as “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, ” should”, “should”, “plan”, “predict”, “potential”, “seem”, “seek”, “future”, “prospect” and similar expressions which predict or indicate future events or trends or which are not not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and management’s current expectations 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: the Company’s ability to return to compliance with NYSE continuous listing standards within the applicable cure period; the Company’s ability to continue to comply with applicable NYSE listing standards; expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate the acquisition of Spruce Power; XL Fleet’s ability to implement its plans, forecasts and other expectations regarding Spruce Power’s business and realize the expected benefits of the acquisition; the ability to identify and complete future acquisitions; the ability to develop and market new products and services; the effects of current and future legislation; the highly competitive nature of the Company’s business and markets; disputes, complaints, product liability claims and/or negative publicity; cost increases or shortages of components or chassis needed 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 loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its pipeline of sales opportunities into binding orders; risks relating to the deployment of the Company’s business and the timing of expected commercial milestones, including the continued global shortage of microchips and limited availability of chassis from automotive OEMs and our dependence on our suppliers; the effects of competition on the Company’s future business; the availability of capital; and other risks discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K filed March 31, 2022, subsequent Quarterly Reports on Form 10-Q and other documents the Company will file with of the SEC in the future. If one of these risks materializes, or if 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 such forward-looking statements.