Spark Climate Solutions Inc.

“An outside accounting firm prepares the tax returns. After completion of said returns, the organization is sent a draft of the tax returns to be reviewed. If all items are found to be acceptable, an authorization is signed and provided to the outside accounting firm to process, sign and provide copies of the returns to be filed (paper or electronically) with the designated governmental agencies. The tax returns are then signed by the organization, stamped with certified return receipt and timely placed in the mail for filing, or the form 8879 is provided to the outside accounting firm allowing electronic filing.”

“Yes, we require board members and key employees to disclose any potential conflicts of interest. Should any conflict of interest arise the board will vote in respect to the approval of the arrangement, with the interested person recusing themself from the vote. Should any conflict of interest arise a cost/benefit analysis is done and clear and concise documentation should be made. Each director, officer, member of a committee of the Board, and key employee must sign annually a statement affirming such.”

“We compared to Top Program executives at major nonprofits and to TopExecutives among similarly situated environmental and researchorganizations. The market pricing blends both functions (Top Executiveand Top Program), and we adjusted the Top Executive data down by afactor of 15% to reflect the shared responsibilities between the Founders.The two roles are sufficiently distinct that we used the Top Program matchwithout a discount.”

“An outside human resources consultancy conducted an executive compensation study. They completed a compensation analysis with comparisons based on a market analysis of comparable roles at similarly situated environmental and research organization. These findings were presented to the Board. The findings stated that total remuneration for these positions within a reasonable range of the market 75th percentile is comparable to that paid by like organizations for like services under like circumstances and is therefore reasonable for purposes of IRS Intermediate Sanctions regulations. Based on these findings and the market comps, the Board set salaries for the top management and key employees. Spark's current Executive Director, Erika Reinhardt, elected to forego compensation and offer her services on a volunteer basis. Board Directors and Officers do not receive compensation for their service on the Board. One Board Director, David Mann shows a salary because of his work as a Spark employee, not his role as Board Director. Erika Reinhardt, David Koweek and Cooper Rinzler, the other Board Directors, don't show a salary because there isn't compensation for serving on the Board.”

“Governing Documents are available upon request.”