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RESOLUTIONS OF THE BOARD OF. DIRECTORS <br />OF TWO RIVERS WATER COMPANY <br />The Boar of Directors of Two Rivers Water Company (Company), at a meeting held <br />t 20J& at ✓dam Colorado, adopted the following resolutions concerning a secured <br />loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />construction of the Orlando Reservoir Rehabilitation Project in the amount of $1,184,882 or such <br />actual amount, more or less, as may be needed by the Company and available from the CWCB <br />including the CWCB loan origination fee of 1% of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Secretary, <br />RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $1,184,882, or such actual amount, more or less, as needed <br />to finance the project costs, including the CWCB loan origination fee of 1 %, and <br />2. to pledge revenues derived from crop production and the Company's right to receive said <br />revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />5. to pledge a first position lien in the Company's water rights for the Orlando reservoir #2, the <br />Orlando Reservoir #2 itself, and 1,200 acres of irrigated farmland as collateral for the loan and <br />execute all documents, including a security agreement and deeds of trust, necessary to convey <br />a security interest in said property to the CWCB, <br />6. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE <br />TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br />BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED O RESCINDED. __ //-- <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE DAY OF FCC 2012. <br />(SEAL) <br />By. <br />Gary Barber, President <br />ATTEST: <br />By <br />a e lfar ing, Secretary <br />Appendix 3 to Loan Contract C150328A <br />