Seed Energy Inc.

“The following governance decisions require approval from the sunedison foundation director (ahmad chatila): (a) transfer, sale, licensing or sub-licensing of intellectual property or other material assets of the grantee outside of the ordinary course of business; (b) payment by the grantee to any payee or group of related payees of aggregate value equal to or greater than $100,000; (c) entry into contracts with any counterparty or group of related counterparties of aggregate value equal to or greater than $250,000; (d) entry by the grantee into new geographies and markets for the development of renewable energy projects; (e) assumption of, endorsement of, provision of collateral for, incurrence or guarantee of, acting as surety for, or becoming liable for any indebtedness for borrowed money on behalf of the grantee, granting any guarantee of third party indebtedness for borrowed money on behalf of the grantee, granting any guarantee of third party obligations outside of the ordinary course of business, or any refinancing or material modification of the terms of any such indebtedness or guarantees of the grantee in excess of $25,000 in each case; (f) sale, exchange, lease, mortgage, pledge or other disposition of all or substantially all of the assets of the grantee in a single transaction or a series of related transactions; (g) termination, dissolution or winding-up of the grantee; (h) approval of a merger or consolidation of the grantee with or into another entity or the acquisition by the grantee of another business (either by asset, stock or interest purchase) or any equity of another entity; (i) action causing the grantee to become a for-profit company or to otherwise lose its tax-exempt status; and (j) making any loan to any employee or director of the grantee.”

“The board of directors are provided with a copy of the 2013 form 990 prior to filing.”

“Upon election or appointment, all directors and officers shall disclose any position that may pose a potential conflict of interest. Such disclosures are to be updated regularly. Each director or officer shall annually sign a statement affirming they have received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy and understand the company is charitable and in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes. Upon any disclosure, the board of directors will review and determine whether or not an actual conflict of interest exists. If a potential conflict is determined, the decision with respect to whether or not to allow the transaction or arrangement is made by a majority vote of all disinterested directors.”

“(a) advanced review - the board or compensation committee shall review and approve compensation arrangements in advance, provided that persons with a conflict of interest with respect to a given compensation arrangement do not participate in the review or approval of such compensation. (b) comparability data - to determine reasonable compensation, the board or compensation committee shall obtain and rely on appropriate comparability data, including, but not limited to: a. Compensation levels paid by similarly situated nonprofit organizations, for functionally comparable positions; b. The availability of similar services in the geographic areas of the organization; c. Current compensation surveys compiled by independent firms; and d. Actual written offers from similar organizations competing for the services of the person. (c)contemporaneous documentation - the board or compensation committee shall contemporaneously document the basis for its compensation determination, including documenting: a. The agreement upon terms and date of approval; b. The members of the board or compensation committee who: i.were present during debate on the compensation arrangement and ii.voted on the compensation arrangement; iii.the comparability data obtained and relied upon and how much such data was obtained; and iv.any actions taken with respect to consideration of the compensation arrangement by anyone who is otherwise a member of the board or compensation committee but had a conflict of interest with respect to such compensation arrangement. C. Qualifications and experience of the employee. Further, seed will elect 2 additional independent and non-compensated directors to the board in the near term. All non-interested and noncompensated directors (i.e., 3 out of 5 total board members) will vote on renewing initial 1 year employment contracts for officers and highest compensated employees.”

“(a) advanced review - the board or compensation committee shall review and approve compensation arrangements in advance, provided that persons with a conflict of interest with respect to a given compensation arrangement do not participate in the review or approval of such compensation (b) comparability data - to determine reasonable compensation, the board or compensation committee shall obtain and rely on appropriate comparability data, including, but not limited to: a. Compensation levels paid by similarly situated nonprofit organizations, for functionally comparable positions; b. The availability of similar services in the geographic areas of the organization; c. Current compensation surveys compiled by independent firms; and d. Actual written offers from similar organizations competing for the services of the person. (c)contemporaneous documentation - the board or compensation committee shall contemporaneously document the basis for its compensation determination, including documenting: a. The agreement upon terms and date of approval; b. The members of the board or compensation committee who: i. Were present during debate on the compensation arrangement and ii. Voted on the compensation arrangement; iii. The comparability data obtained and relied upon and how much such data was obtained; and iv. Any action take with respect to consideration of the compensation arrangement by anyone who is otherwise a member of the board or compensation committee but had a conflict of interest with respect to such compensation arrangement. C. Qualifications and experience of the employee further, seed will elect 2 additional independent and non-compensated directors to the board in the near term. All non-interested and noncompensated directors (i.e., 3 out of 5 total board members) will vote on renewing initial 1 year employment contracts for officers and highest compensated employees.”

“Governing documents and conflict of interest policy are included in the form 1023 application which is available upon request.”