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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />of Eckhardt Farms, Inc. <br />The Board of Directors of Eckhardt Farms, Inc. (Company), at a meeting heldZ•aw a (, 2012, at <br />Colorado, adopted the following RESOLUTIONS concerning a secured loan from the State of <br />Colorado Water Conservation Board (CWCB), for the purpose of the purchase of WATER RIGHTS in <br />the amount of $1,336,230 or such actual amount, more or less, as may be needed by the Company <br />and available from the CWCB 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 of <br />the loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, <br />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 annual <br />amounts due under the LOAN CONTRACT, and to pledge assessment revenues and the Company's <br />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 to a <br />debt service reserve fund and to pledge WATER RIGHTS consisting of twenty -one (21) shares in the <br />Western Mutual 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 in <br />accordance with CWCB Financial Policy #5 (Collateral); and <br />5. to pledge as collateral for the loan and execute all documents, including a SECURITY AGREEMENT and <br />DEED OF TRUST, necessary to convey a security interest in said 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 O I DAY OF5&qK_ 2012. <br />(S E A Q By <br />Frank Eckhardt, President <br />ATTEST° By-� <br />vid Eckhardt, Corporate Secretary <br />Appendix 3b to Loan Contract C150338 <br />Page 1 of 1 <br />