Participants in the Solicitation
Pivotal, XL and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of
Pivotal in favor of the approval
of the business combination and related matters. Shareholders may obtain more detailed information regarding the names,
affiliations and interests of certain of Pivotals executive officers and directors in the solicitation by reading Pivotals Annual Report on Form 10-K for the fiscal year ended December 31,
2019, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Pivotals participants in the solicitation, which may,
in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Forward Looking Statements
The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release regarding XL Fleets new
product offerings, the proposed business combination, including Pivotals ability to consummate the transaction, the anticipated timing of the closing of the business combination and benefits of the transaction, and the combined companys
future financial performance, as well as the combined companys strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking
statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words anticipates, believes, estimates,
expects, projects, forecasts, may, will, should, seeks, plans, scheduled, anticipates or intends or similar
expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in
Pivotals Annual Report on Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I, Item 1A and in Pivotals Quarterly Reports on Form
10-Q for the quarters ended June 30, 2020 and September 30, 2020. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and Pivotal and XL believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur
or be achieved. Forward-looking statements speak only as of the date they are made, and neither Pivotal nor XL is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Pivotal has filed or will file from time to time with the SEC.