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RESOLUTIONS OF THE <br /> BOARD OF DIRECTORS <br /> The Board of Directors of Eckhardt Farms, Inc. (Company), at a meeting held April 14, 2015, <br /> at LaSalle, Colorado, adopted the following RESOLUTIONS concerning a secured loan from the <br /> State of Colorado Water Conservation Board (CWCB), for the purpose of the purchase of <br /> WATER RIGHTS in the amount of$1,336,230 or such actual amount, more or less, as may be <br /> needed by the Company and available from the CWCB including the CWCB loan origination <br /> fee of 1% of the LOAN AMOUNT. <br /> At said meeting, the Board charged that these RESOLUTIONS are irrepealable during the <br /> term of the loan and, pursuant to the Company's bylaws, authorized the President and <br /> Corporate Secretary, RESOLVED as follows. <br /> 1. to enter into and comply with the terms of a contract with the CWCB for a loan in the amount of <br /> $1,336,230, or such actual amount, more or less, as needed to finance the PROJECT costs, <br /> including the CWCB loan origination fee of 1%; and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br /> annual amounts due under the LOAN CONTRACT, and to pledge assessment revenues and the <br /> Company's right to receive said 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 <br /> to a debt service reserve fund and to pledge WATER RIGHTS consisting of two (2) shares in the <br /> Western Mutual Ditch Company and sixteen and six hundreths (16.06) in the Farmers <br /> Independent Ditch Company, as more particularly described in the attached DEED OF TRUST <br /> ("Collateral"), valued at an amount equal to or greater than 110% of the loan amount. This is <br /> in accordance with CWCB Financial Policy#5 (Collateral); and <br /> 5. to pledge the water rights as collateral for the loan and execute all documents, including a <br /> SECURITY AGREEMENT and DEED OF TRUST, necessary to convey a security interest in said <br /> property to the CWCB; and <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 CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br /> FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br /> COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 14TH{DAY OF APRIL 2015. <br /> _ ByVe..t .By ATTEST: B z� ., Frank Eckhardt, President <br /> David Eckhardt, Corpo ate Secretary <br /> Appendix E <br />