Soule Unlimited, Ine,
Meeting of the Board of Directors
eee
December 22, 2010
Upon notice duly given, a meeting ofthe Board of Nircctors (the “Roars” of Joule
{Calimited. ne. (the “Corporation”) was held at 9:00 azm, on December 22, 2010 atthe offices of
Flagship Ventures located at One Memorial Drive, Cambridge, Massachusets,
Directors present were Noubar Afeyan, Graham Allison, David Bemy, Stelios
Pardopoulos and Wiliam Sims, This being a majority ofthe directors, a quorum was present for
the conduct of business. Also present by invitation ofthe Board were Taoy Campione: he
Corporation's Senior Vice President, Corporate Development: Eric d'Esparben the
Corporation's Senior View President and Chief Financial Officer, Frederick Morgan. the
Corporation's Senior Vice President, Engineering and Manufacturing; Daniel Robertson, the
Corporation's Senior Viee President of Biological Seience; John Ward, the Corporation's Sy
‘ice President of Production: Operations; David Stewart, a board observer from General Fa
Pension Trust; William J, Schnoot. J. of Goodwin Procter LLP: and Mark Solakion alse
participating by telephone was John Podesta and. at the invitation ofthe Chaitinan, by means of
videoconference was Aram Grigorian,
Mr Sims called the meeting to order and provided an overview of the meeting.
Mr. Ward then eported to the Board on the Corporation's search for anew corporate
headquarters. The Board reviewed the merits ofthe various altematives presented
‘Mr. Ward then updated the Board on the progress with respect tothe Corporation’ pilot.
Plant project in New Mexico, eviewing both the progress with respect othe leting facie sad
‘on the package of government incentives offered hy the state
Mr: Cempione then reported tothe Board on vatious business development activities, Mr
Afeyan asked for a report indicating the interim milestones the Corporation expects to achieve
‘each quarter in order to stay on rack to achieve its objectives forte year,
Mr. d’Esparbes then reported to the Board on the plans to reorganize the Corporation's
corporate structure as well as on the Corporation's projections for future growth, le aged
reviewed the assumptions behind the growth projections in detail. ‘The Board also disersced the
Proposed restructuring at length. and after discussing the extent and nature ofthe Intellecteal
Property rights to be licensed out by the Corporation agreed to expand the license to vower sot
‘nly desl but also ethanol and chemicals, and have the license run from the Corporation can
nity between Joule Unlimited Holdings and Joule Unlimited Diesel inthe summary structure