COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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OVERVIEW

Viridian is pleased to introduce a new compensation plan for all Independent Associates. The new compensation plan officially replaced the previous compensation plan beginning September 1, 2015. From September 1 through December 31, the company has established a generous transition period during which Independent Associates will earn the greater of their highest monthly pay during the past 12 months on our previous compensation plan or your actual earnings on the new compensation plan, as detailed below. Following this generous transition period, beginning on January 1, 2016, the previous compensation plan and all transitional elements will cease and Independent Associates will be paid exclusively on the new compensation plan.

WHY ARE WE CHANGING THE COMPENSATION PLAN?

Our goal is to offer a compensation plan that will fairly and generously reward customer growth across all our markets, regardless of which product(s) we offer in a market. We believe the new compensation plan will provide the foundation needed to reach our objective of rapid customer growth in the coming years, across all of our current and future markets.

Because the new compensation plan is designed to incentivize and reward growth, a higher percentage of your pay may come from customer and team bonuses, paid weekly, and less from residual pay, paid monthly. This shift rewards customer growth and gives you and your team ample reason to focus on continued growth.

HOW WAS THE EXISTING ORGANIZATION CONVERTED TO THE NEW COMPENSATION PLAN?

Ranks and organizational structure for existing Independent Associates were programmed using historical data and other variables that best represented the growth, activity and performance of our current organization. Key factors we considered included, but were not limited to, enrollment dates, timing of organizational growth, organization size and current rank. The transition period is designed to provide you a generous compensation transition package, paired with a generous time period, which will allow you time to adjust to the changes in your organization, which for some may be significant. Use the time to focus on maximizing the growth of your new organization and adjust to this new compensation plan.

COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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WHEN DO I START EARNING UNDER THE NEW COMPENSATION PLAN?

Beginning September 1, 2015 all activity will be paid under the new compensation plan. The August 2015 monthly commission run, paid on September 10, and the following two weekly pay runs, paid on September 4 and September 11, reflect activity prior to this conversion. These commission runs are not part of the transition plan and were paid under the previous compensation plan. Beginning with the weekly pay run on September 18, you will be paid under the new compensation plan, as follows:

SEPTEMBER 2015PAY

DATEACTIVITY PERIOD

EARNINGS TYPE

COMP PLAN

9/10/2015 8/1/15 - 9/1/15 MonthlyPrevious

Plan

9/4/2015 8/22/15 -8/29/15 WeeklyPrevious

Plan

9/11/2015 8/29/15 - 9/5/15 WeeklyPrevious

Plan

9/18/2015 9/5/15 - 9/12/15 WeeklyNew Plan

TRANSITION PLAN DETAILS:

The new compensation plan is significantly different from our previous compensation plan, with different structure, rank requirements, upfront compensation and residual compensation. Perhaps the most significant changes stem from the new structure–our previous compensation plan is what’s known as a breakaway plan, and the new compensation plan is what’s known as a coded compensation plan. As a result, coming out of the transition, there are changes to all Associate organizations, including Customer Points and downteam Associate coding.

In order to accommodate for these differences between the two compensation plans, we have established a very generous transition plan lasting more than 100 days, designed to provide every Independent Associate with an opportunity to adjust to the change and build their organizations while being fairly and generously compensated. The transition plan will allow each of you ample time to prepare for success under our new plan, both during and after the transition. The following components of the transition plan are explained below:

1. Bridge Pay page 3

2. Fast Start Bonuses & Mentor Bonuses page 4

3. Money for Meters Promotion Bonuses page 5

4. Residual Fundraising Bonuses page 5

5. Solar Lead and Contract Bonuses page 5

6. Car Program page 6

7. Rank Advancement Bonuses page 6

COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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1. BRIDGE PAY

Through the end of the year, each Independent Associate will have an individual minimum total monthly earnings amount to provide a bridge between the previous compensation plan and the new plan–called your “Bridge Minimum.” This is expected to ensure that no Independent Associate is negatively impacted financially during the 100-plus-day transition period. To be eligible to receive Bridge Pay, an Associate must have been active and in good standing on September 11, 2015. Your Bridge Minimum is equivalent to your highest total monthly earnings since August 2014*, where your total monthly earnings are a combination of all of your weekly payments and your monthly payment in a given month. Your Bridge Minimum does not include Rank Advancement Bonuses, car payments or any incentive trip related earnings. You will be able to see your Bridge Minimum within the Commissions reporting section of your VCenter. In each of the following periods, you will not be paid less than your Bridge Minimum. If, under the new compensation plan, you earn less than your individual Bridge Minimum, Viridian will pay you the difference in an automatic “true-up” that will be paid with your monthly check on the 10th of the month. This individual bridge minimum will be effective for commission periods through December 31, 2015, as follows:

PAY PERIOD WEEKLY WEEKLY WEEKLY WEEKLY MONTHLY

BRIDGE PLAN

PERIOD 1

9/5 - 9/12, PAID

ON 9/18

9/12 - 9/19, PAID

ON 9/25

9/19 - 9/26,

PAID ON 10/2

9/26 - 10/3,

PAID ON 10/9

9/1 – 9/30, PAID

ON 10/10

BRIDGE PLAN

PERIOD 2

10/3 – 10/10,

PAID ON 10/16

10/10 – 10/17,

PAID ON 10/23

10/17 – 10/24,

PAID ON 10/30

10/24 – 10/31,

PAID ON 11/6

10/1 – 10/31,

PAID ON 11/10

BRIDGE PLAN

PERIOD 3

10/31 – 11/7,

PAID ON 11/13

11/7 – 11/14, PAID

ON 11/20

11/14 – 11/21,

PAID ON 11/27

11/21 – 11/28,

PAID ON 12/4

11/1 – 11/30, PAID

ON 12/10

BRIDGE PLAN

PERIOD 4*

11/28 – 12/5,

PAID ON 12/11

12/5 – 12/12,

PAID ON 12/18

12/12 – 12/19,

PAID ON 12/23

12/19 – 12/26,

PAID ON 12/31

12/1 – 12/31, PAID

ON 1/10/2016

There will be four Bridge Plan Periods (defined above) during the transition period, which include weekly and monthly payments. If your total earnings in a Bridge Plan Period under the new plan are less than your Bridge Minimum, you will receive an automatic “true-up,” provided the difference is at least $10.

Example 1: Your Bridge Minimum is set at $1,000. Your sum total of earnings for all weekly and monthly periods listed during “Bridge Plan Period 3,” (covering activity from 10/31 to 11/30) is $850. On your December 10th payment, the difference of $150 will be paid in addition to your actual earnings for the month of November.

Example 2: Your Bridge Minimum is set at $1,000. Your sum total of earnings for all weekly and monthly periods listed during “Bridge Plan Period 3,” (covering activity from 10/31 to 11/30) is $1,150. On your December 10th payment, no additional payment will be issued as part of this transition plan.

*If an Associate’s highest total monthly earnings are 500% or more higher than the Associate’s average excluding the highest month, that Associate’s Bridge Minimum will be twice the average for the period since August 2014, with the average including the highest month. Any Associate with a join date of July 7, 2015, or later is not eligible for Bridge Pay. The Bridge Minimum must be at least $25.

COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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2. FAST START & MENTOR BONUSES

We understand that an Independent Associate’s Fast Start Bonus period is a critical time for growth and creating a solid foundation. Under the new plan, Fast Start Bonuses have been replaced with Fast Action Revolution Bonuses, which provide rewards for new Independent Associates who achieve 5 customer points, 10 customer points or 15 customer points. Their qualifying sponsor and upteam-coded leaders are also paid when the new Independent Associate achieves the qualifying customer points.

Independent Associates who enrolled after July 7 were in a Fast Start Bonus period under the previous compensation plan prior to our system cutover and compensation plan transition. For these Independent Associates, the transition plan will provide for the following: 1. The individual Fast Action Revolution Clock will start on September 12 for these Independent Associates to allow them 28 days to earn Fast Action Revolution Bonuses. These Independent Associates, whether or not they had already earned their Fast Start Bonus under the previous compensation plan, will be eligible to earn Fast Action Revolution Bonuses for new qualified Customer Points.

2. Viridian will pay a Power or Surge Fast Start Bonus and associated Mentor Bonuses as per the previous compensation plan, for Independent Associates who were “on track” for the requirements for the Fast Start Bonus payout. On track is defined in the table below. Fusion Bonuses are not included as part of the on track Fast Start Bonus payouts. Qualifying Fast Start Bonus payments will be made to the Independent Associate during the first weekly run on the new compensation plan, on September 18, 2015.

FSB ON TRACK TABLE: ELECTRIC

BONUS

ON TRACK

CUSTOMER

COUNT

REQUIREMENT

TO THE

INDEPENDENT

ASSOCIATE

TO SPONSOR

UPTEAM

BONUS

SC+,DR+

POWER BONUS

2

1-2 $25.00 $25.00 $10.00

POWER BONUS

43-4 $50.00 $50.00 $15.00

POWER BONUS

85-8 $125.00 $125.00 $20.00

SURGE BONUS

9-16 $150.00 - -

FSB ON TRACK TABLE: NATURAL GAS

BONUS

ON TRACK

CUSTOMER

COUNT

REQUIREMENT

TO THE

INDEPENDENT

ASSOCIATE

TO SPONSOR

UPTEAM

BONUS

SC+,DR+

POWER BONUS

2

1-2 $12.50 $12.50 $5.00

POWER BONUS

43-4 $25.00 $25.00 $7.50

POWER BONUS

85-8 $62.50 $62.50 $10.00

SURGE BONUS

9-16 $75.00 - -

COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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Additionally, for Independent Associates who had already submitted the required Fast Start Bonus customer counts in any period but have not yet been paid their bonuses due to customer status requirements, Viridian will pay the Fast Start Bonuses and associated Mentor Bonuses.

3. MORE MONEY FOR MORE METERS PROMOTIONS

For Independent Associate who submitted the required customer counts during any previous More Money For More Meters period but have not yet been paid their bonuses due to customer status requirements, Viridian will pay the More Money For More Meters bonuses. Qualifying More Money For More Meters Bonus payments will be made to the Independent Associate during the first weekly run on the new compensation plan, on September 18, 2015.

4. RESIDUAL FUNDRAISING BONUSES

Under the new compensation plan, Residual Fundraising Program (RFP) Associates are paid the same as all Independent Associates on customer growth. Customers enrolled by RFP Associates count toward the applicable Revolution Bonuses. Viridian will pay the appropriate RFP bonus and applicable Mentor Bonus for RFP Associates who were on track for the requirements for their next bonus. On track is defined as being within 5 customers of a bonus threshold and having a minimum of 5 personal customers acquired within the past 12 months. If an RFP Associate is determined to be on track, that Associate will be paid as though all customers were electricity, even if the customers were a mix of electricity and natural gas.

5. SOLAR LEAD & CONTRACT BONUSES

In the new compensation plan, our solar product is fully integrated: Solar leads count as Customer Points toward Revolution Bonuses, and the monthly volume requirement for increased pay on solar contracts has been eliminated. This transition plan ensures you are still earning as appropriate for solar activity submitted under the previous compensation plan and are also able to maximize the benefits of the new compensation plan for your solar referrals. Viridian will consider both the submission date of your solar referrals as well as the date of any subsequent qualification in the treatment of solar payouts during the transition plan, as follows:

Solar Leads: • Any leads that were submitted prior to September

1 and reach proposal stage after September 1 will be paid as per the amounts that were applicable on the date they were submitted.

• All solar leads submitted after September 1 will be paid as per the new compensation plan and will count as 1 point toward a Revolution. Solar lead activity during the extra days between September 1 and September 12 will be added to the Revolution that begins on September 12.

Solar Contracts:• Any newly qualified contracts after September 1 from your solar referrals (regardless of when the lead was submitted), will count toward your new 12-month rolling clock and will be paid as per the new solar contract bonuses in the new compensation plan, less any payment you already received for these contracts under the previous compensation plan.

COMPENSATION PLAN TRANSITION OVERVIEWOCTOBER 7, 2015

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6. CAR PAYMENT

In order to increase the number of car qualifiers, the new compensation plan includes a single amount for any car qualifier instead of increasing tiers based on rank. To help current car qualifiers adjust to this new approach, Viridian will provide the following:

• Any car qualifier in the previous compensation plan who is no longer car qualified in the new compensation plan will continue to qualify for the new car payment amount for 12 months or until they qualify on their own.

• Any car qualifier whose car payment under the previous compensation plan was more than the car payment on the new compensation plan will continue to receive the higher car payment amount for six monthly commission payout periods under the new compensation plan.

7. RANK ADVANCEMENT BONUSES

Under the new compensation plan, there are no rank advancement bonuses (RABs). Instead, each time you advance in rank you have the opportunity to earn more on the customers who enroll with the Independent Associates on your newly coded team. As part of this transition plan, Viridian will pay out the second half of any rank advancement bonuses that were earned after January 2015. This payment was made automatically on the September 10 monthly commission run.

Additionally, Viridian will evaluate whether or not you are on track to earn a rank advancement bonus for a Career High Rank. On track for RAB is defined as follows:

On Track Requirements for Rank Advancement Bonuses

In order to be considered on track for a RAB, one of the two following criteria must have been met as of August 31, 2015:

Solar Leads: • 100% of structural requirements in place, plus 80% of Organizational Customer Credits required for the next Career High Rank, or;

• 100% of Organizational Customer Credits in place, plus, depending on the structural requirements of the next rank, either 3 of 4 required lines or 4 of 5 required lines for the structural requirements of the next Career High Rank.

Viridian made our best efforts to identify those Associates who were on track for RABs, and those Associates received both the first and second half of the corresponding RAB on the September 10 pay period. If you feel your organization should have qualified for an on track RAB, please submit a request for review to askv@viridian.com