Common use of Competency; Knowing and Voluntary Agreement Clause in Contracts

Competency; Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that: (a) you are competent to execute this Agreement; (b) you have been afforded sufficient time to understand the terms and effects of this Agreement; (c) your agreements and obligations hereunder are made voluntarily, knowingly and without duress; (d) that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement; (e) that at the time of considering or executing this Agreement, you were not affected or impaired by illness, use of alcohol, drugs or other substances or otherwise impaired; and (f) you certify that you are not a party to any bankruptcy, lien, creditor- debtor or other proceedings which would impair your right or ability to waive all claims you may have against the Company. This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to Xxxxx Xxxxxxx, Chief Legal Officer, XL Fleet Corp., xxxxxxxx@XXXxxxx.xxx. Please return this Agreement no later than twenty-one (21) calendar days following the date of this Agreement. If the Company does not receive your acceptance within the twenty-one (21) day timeframe, the Agreement shall terminate and be of no further force or effect. Sincerely, XL FLEET CORP. By: /s/ Xxx Xxxxxxx Its: Chief Legal Officer Date: 11/20/2021 Acknowledged and Agreed: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Date: 11/20/2021 EXHIBIT A RESIGNATION LETTER November 20, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective November 20 , 2021, I hereby resign (i) my position as a director and XL Fleet Corp. (the “Company”); and (iii) my position as a director of XL Hybrids, Inc. and (iv) any other director positions I hold with any subsidiary of the Company. Very truly yours, /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxx EXHIBIT B RESIGNATION LETTER December 1, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective December 1, 2021, I hereby resign (i) my position as Chief Executive Officer of XL Fleet Corp. (the “Company”) and (ii) any director, officer or other positions I hold with the Company, with XL Hybrids, Inc., or with any subsidiary or affiliate of the Company. Very truly yours, Xxxxxxx X. Xxxxxxxxxx EXHIBIT C SUPPLEMENTAL RELEASE XL Fleet Corp., a Delaware corporation with its principal place of business located at 000 Xxxxxx Xxxxxx, Boston, Massachusetts 02135 (the “Company”) and Xxxxxxx Xxxxxxxxxx, residing at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (“You”).

Competency; Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that: (a) you are competent to execute this Agreement; (b) you have been afforded sufficient time to understand the terms and effects of this Agreement; (c) your agreements and obligations hereunder are made voluntarily, knowingly and without duress; (d) that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement; (e) that at the time of considering or executing this Agreement, you were not affected or impaired by illness, use of alcohol, drugs or other substances or otherwise impaired; and (f) you certify that you are not a party to any bankruptcy, lien, creditor- debtor or other proceedings which would impair your right or ability to waive all claims you may have against the Company. If the terms of this Agreement are acceptable to you, please sign and date where indicated on the following page and return it within twenty-one (21) days of the date you receive it, but no sooner than the Separation Date. You may revoked this Agreement at any time during the seven day period immediately following the date of your signing by notifying Xxx Xxxxxxx, Chief Legal Officer, in writing of your revocation within that period. If you do not revoke this Agreement, then, on the eighth (8th) day following the date that you signed it, this Agreement shall take effect as a legal binding agreement between you and the Company on the basis set forth above. The enclosed copy of this letter, which you should also sign and date is for your records. This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to Xxxxx Xxxxxxx, Chief Legal Officer, XL Fleet Corp., xxxxxxxx@XXXxxxx.xxx. Please return this Agreement no later than twenty-one (21) calendar days following the date of this Agreement. If the Company does not receive your acceptance within the twenty-one (21) day timeframe, the Agreement shall terminate and be of no further force or effect. Sincerely, XL FLEET CORP. By: /s/ Xxx Xxxxxxx Its: Chief Legal Officer Date: 11/20/2021 /s/ Xxx Xxxxxxx Acknowledged and Agreed: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx XXX Date: 11/20/2021 EXHIBIT A RESIGNATION LETTER November 20, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective November 20 , 2021, I hereby resign (i) my position as a director and XL Fleet Corp. (the “Company”); and (iii) my position as a director of XL Hybrids, Inc. and (iv) any other director positions I hold with any subsidiary of the Company. Very truly yours, /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxx EXHIBIT B RESIGNATION LETTER December 1, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective December 1, 2021, I hereby resign (i) my position as Chief Executive Officer of XL Fleet Corp. (the “Company”) and (ii) any director, officer or other positions I hold with the Company, with XL Hybrids, Inc., or with any subsidiary or affiliate of the Company. Very truly yours, Xxxxxxx X. Xxxxxxxxxx EXHIBIT C SUPPLEMENTAL RELEASE XL Fleet Corp., a Delaware corporation with its principal place of business located at 000 Xxxxxx Xxxxxx, Boston, Massachusetts 02135 (the “Company”) and Xxxxxxx Xxxxxxxxxx, residing at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (“You”).3/21/2022

Competency; Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that: (a) you are competent to execute this Agreement; (b) you have been afforded sufficient time to understand the terms and effects of this Agreement; (c) your agreements and obligations hereunder are made voluntarily, knowingly and without duress; (d) that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement; (e) that at the time of considering or executing this Agreement, you were not affected or impaired by illness, use of alcohol, drugs or other substances or otherwise impaired; and (f) you certify that you are not a party to any bankruptcy, lien, creditor- debtor or other proceedings which would impair your right or ability to waive all claims you may have against the Company. This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to Xxxxx Xxxxxxx, Chief Legal Officer, XL Fleet Corp., xxxxxxxx@XXXxxxx.xxx. Please return this Agreement no later than twenty-one (21) calendar days following the date of this Agreement. If the Company does not receive your acceptance within the twenty-one (21) day timeframe, the Agreement shall terminate and be of no further force or effect. Sincerely, XL FLEET CORP. By: /s/ Xxx Xxxxxxx Its: Chief Legal Officer Date: 11/20/2021 Xxx Xxxxxxx Acknowledged and Agreed: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Date: 11/20/2021 11/28/2022 EXHIBIT A RESIGNATION LETTER November 20January 31, 2021 2022 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective November 20 January 31, 2021, I hereby resign (i) my position as a director and XL Fleet Corp. (the “Company”); and (iii) my position as a director of XL Hybrids, Inc. and (iv) any other director positions I hold with any subsidiary of the Company. Very truly yours, /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxx EXHIBIT B RESIGNATION LETTER December 1, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective December 1, 20212022, I hereby resign (i) my position as Chief Executive Financial Officer of XL Fleet Corp. (the “Company”) and (ii) any director, officer or other positions I hold with the Company, with XL Hybrids, Inc., or with any subsidiary or affiliate of the Company. Very truly yours, Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx EXHIBIT C B SUPPLEMENTAL RELEASE XL Fleet Corp., a Delaware corporation with its principal place of business located at 000 Xxxxxx Xxxxxx, Boston, Massachusetts 02135 (the “Company”) and Xxxxxxx XxxxxxxxxxXxxxx Xxxxxxxxx, residing at 0000 Xxxxxxx Xxxxx0 Xxxxxxxxx Xxxxxxx, Xxxx XxxxxXxxxxxxxxx, Xxxxxxx XX 00000 (“You”).

Competency; Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that: (a) you are competent to execute this Agreement; (b) you have been afforded sufficient time to understand the terms and effects of this Agreement; (c) your agreements and obligations hereunder are made voluntarily, knowingly and without duress; (d) that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement; (e) that at the time of considering or executing this Agreement, you were not affected or impaired by illness, use of alcohol, drugs or other substances or otherwise impaired; and (f) you certify that you are not a party to any bankruptcy, lien, creditor- debtor or other proceedings which would impair your right or ability to waive all claims you may have against the Company. This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to Xxxxx Xxxxxxxx Xxxxxxx, Chief Legal OfficerOfficer Spruce Power, XL Fleet Corp.Inc., xxxxxxxx@XXXxxxx.xxxxxxxxxxx@xxxxxxxxxxx.xxx. Please return this Agreement no later than twenty-one (21) calendar days following the date of this Agreement. If the Company does not receive your acceptance within the twenty-one (21) day timeframe, the Agreement shall terminate and be of no further force or effect. Sincerely, XL FLEET CORPSPRUCE POWER, INC. /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxx Xxxxxxxx Xxxxxxx, Esq. Its: Chief Legal Officer Date: 11/20/2021 5/2/2024 Acknowledged and Agreed: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Date: 11/20/2021 EXHIBIT A RESIGNATION LETTER November 20, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective November 20 , 2021, I hereby resign (i) my position as a director and XL Fleet Corp. (the “Company”); and (iii) my position as a director of XL Hybrids, Inc. and (iv) any other director positions I hold with any subsidiary of the Company. Very truly yours, /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxx EXHIBIT B RESIGNATION LETTER December 1, 2021 XL Fleet Corp. 000 Xxxxxx Xxxxxx Boston, MA 02135 To Whom It May Concern: This is to inform you that effective December 1, 2021, I hereby resign (i) my position as Chief Executive Officer of XL Fleet Corp. (the “Company”) and (ii) any director, officer or other positions I hold with the Company, with XL Hybrids, Inc., or with any subsidiary or affiliate of the Company. Very truly yours, Xxxxxxx X. Xxxxxxxxxx EXHIBIT C SUPPLEMENTAL RELEASE XL Fleet Corp., a Delaware corporation with its principal place of business located at 000 Xxxxxx Xxxxxx, Boston, Massachusetts 02135 (the “Company”) and Xxxxxxx Xxxxxxxxxx, residing at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx Xxxx Xxxxx, Xxxxxxx 00000 (“You”).Xxxxxxxxx Xxxx