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<br />.
<br />
<br />7. Detennining when and on what tenns to acquire water contributions from
<br />Municipalities and other Water Users;
<br />
<br />8. Detennining which lands will be fallowed each year based on lease demand and
<br />hydrology; and
<br />
<br />9. Operating on a year-to-year and day-to-day basis the mechanisms that link
<br />Participating Irrigators to Mvnicipalities and other Water Users by the leases.
<br />
<br />J. Ownership of the Super Ditch Company: Participating Irrig~~~rs(and those Municipal
<br />and other Water Users that have contributed water rights to the Super Dit~h,C6mp8nY) will have
<br />ownership interests in the Super Ditch Company, evidenced by shares o,~~.' :
<br />.';:':1'.....
<br />
<br />1. A Participating Irrigator who has offered hi~y..-ater ri'" .,;",,:\f~r lease through the
<br />Super Ditch Company's leasing mechanism win, upon,1l!fik.ing'mat offer;'~9;~~shares of a class that
<br />evidences that the Participating Irrigator has offeredW~ter'rights for lease iili4'''i number
<br />reflecting the value of those water rights measul7}n accordarce with their yie",
<br />
<br />.~:i"'''',~~:, ~i;..':. 'i;~~';i 'jf:, ";
<br />
<br />2. A Participating Irrigator whoSe wareiJights baV~' b.;~ leased to ~i, .~' unicipality or
<br />other Water User will, upon entering that lease, hold SK~~;:of a claSs that evidences that the
<br />Participating Irrigator's water rights~ under lease and6f;~'~lJ.mber reflecting the value of those
<br />water rights measured in accordance''Y~~l~eir yield. ''';;;~'".
<br />'.:.j;:''''l~;;~!;~~f;''''';' ;; i:',~\,!!";.,;"",;;",;'
<br />3. A Participating Irri' '8:""\-vitlldrawn his o~rto lease water or whose
<br />lease of water has expired will cease to ho,;;" th,;,;","'i~~'~l1i~"upon entering the program and
<br />. those acquired when. h' ,i~~~,was taken iri:,,!;";~'!~.;Sj~{;;;:';J\V"
<br />
<br />4',^:fMunicip'iil'i~"or other Water.User that contributes water to the Super Ditch
<br />Company wil,lt~6qq~, for the"P?ntribution, shaIr~o"f a class of stock that evidences the
<br />contribution and m: ber~flecting the valu~:9fthe contributed water rights measured in
<br />accordance with their'Yt~ d /:'!:~i'" , , " .:::,"'
<br />
<br />~:i:::;;!\:~i,;;' o~ ifthe'Si1p~Ditch Company: The Super Ditch Company will be managed
<br />under the'direction of a b .,.f directofS> 'That board win be classified so that a controlling number of
<br />diroot6"~if~;.~,~ected by Partigi~g Irrig~ipci'and a minority is elected by Municipalities and other Water
<br />Users that Ii::':' ntributed wa~f!ights to the Super Ditch Company. Accordingly, governance will
<br />forever rem ,.,""J:pe hands of pliliicipating Irrigators pursuant to the articles of incorporation. Because
<br />Participating Irrl~~will con~l the board, the articles of incorporation, bylaws and other governing
<br />documents will pro~i4~;~su~~6 to Municipalities and other Water Users regarding the use of the water
<br />rights they contribute ang,:',p!9viding for the distribution of those water rights in the event of dissolution.
<br />The board of directors mllY'establish any number of committees, including advisory committees that
<br />include committee mem6ers who are not themselves shareholders but bring expertise in matters such as
<br />water law, finance, trading mechanisms and the like.
<br />
<br />
<br />
<br />L. Financial Matters: The principal financial interest of a Participating Irrigator will be the
<br />revenues he receives from his leases. The Super Ditch Company will earn revenues from the lease of its
<br />own water and from charges to Participating Irrigators, Municipalities, and other Water Users for operating
<br />the program, similar to ditch company assessments. The Super Ditch will also be permitted to finance the
<br />acquisition of water rights, and other activities, as the board of directors detennines.
<br />
<br />e
<br />
<br />Peter Nichols 3/11/2007
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