SUNation Energy, Inc. — Director's Dealing 2022

Apr 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pineapple Holdings, Inc. (PEGY)
CIK: 0000022701
Period of Report: 2022-03-28

Reporting Person: NORTHERN PACIFIC GROWTH INVESTMENT ADVISORS, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-28	Common Stock	A	12500	—	Acquired	12500	Direct
2022-03-28	Common Stock	A	2733062	—	Acquired	2733062	Indirect

Footnotes

F1: The reporting person acquired 12,500 shares of issuer common stock, par value $0.05 per share (the "Common Stock"), in exchange for 50,000 Class C Units of Pineapple Energy, LLC ("Pineapple") pursuant to Pineapple's merger ("Merger") into the issuer on March 28, 2022 (the "Closing Date"). The closing price of the Common Stock on the Closing Date was $8.18.

F2: The reporting person acquired (i) 1,578,302 shares of Common Stock in exchange for 16,150,000 Class A Units of Pineapple and (ii) 250,000 shares of Common Stock in exchange for 1,000,000 Class C units of Pineapple, pursuant to the Merger on the Closing Date. Additionally, on the Closing Date, the reporting person became entitled to receive 904,760 shares of Common Stock pursuant to an "earn-out" provision (the "Earn-Out Consideration") in the Merger agreement, which entitled certain Pineapple shareholders to receive additional shares of Common Stock if a funding-related condition to the closing of the Merger was satisfied by Pineapple or waived by the issuer. Of the 904,760 shares of Common Stock of Earn-Out Consideration, 301,587 shares of Common Stock are being held in escrow by a third-party escrow agent, (CONTINUED IN FOOTNOTE 3)

F3: (CONTINUING FROM FOOTNOTE 2) and will be distributed according to the terms of an escrow agreement that was entered into on the Closing Date by and among the issuer and certain Pineapple shareholders (the "Escrow Agreement"), which states that if the volume weighted average trading price of the Common Stock for the 30 consecutive trading days beginning on April 4, 2022 ("VWAP ") is $8.00 per share of Common Stock or higher, the reporting person shall receive all of the 301,587 escrowed shares of Common Stock; however, to the extent the VWAP is below $8.00, the number of shares of Common Stock to be issued shall be reduced in accordance with the formula outlined in Section 6(c)(ii) of the Escrow Agreement. The remaining 603,173 shares of Earn-Out Consideration were issued to the reporting person in connection with the closing of the Merger. The closing price of the issuer's common stock on the Closing Date was $8.18.