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RESOLUTIONS OF THE SHAREHOLDERS <br />OF OGILVY AUGMENTATION COMPANY <br />T ie Shareholders of Ogilvy Augmentation Company (Company), at a Shareholders' <br />meeting eldJ #^, k5;, 2008, a l Colorado, adopted the following resolutions concerning a <br />secured an from the State of Colorad Water Conservation Board (CWCB), for the acquisition of <br />water rig ts, development of a recharge reservoir, construction of a new storage reservoir, and <br />installati n of measurement/monitoring devices in the amount of $523,584 or such actual amount, <br />more or ess, as may be needed by the Company and available from the CWCB including the <br />CWCB lo an origination fee of 1% of the loan amount. <br />A said meeting, the Shareholders charged that these resolutions are irrepealable during <br />the term f the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and offici irs, RESOLVED as follows: <br />1. to en er into and comply with the terms of a contract with the Colorado Water Conservation <br />Boarc for a loan in the amount of $523,584, or such actual amount, more or less, as needed to <br />financ e the project costs, including the CWCB loan origination fee of 1 %, and <br />2. to ley f and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amou its due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right t 3 receive said revenues for repayment of the loan, and <br />3. to pla said pledged revenues in a special account separate and apart from other COMPANY <br />reven es, and <br />4. to ma a the annual payments required by the promissory note and to make annual deposits to <br />a deb service reserve fund, and <br />5. to pie Ige 6 shares of the Greeley Irrigation Company, as well as all of the Company's right and <br />intere t in the Project, including the recharge facility and the measurement and flow devices, as <br />collato iral for the loan and execute all documents, including a security agreement and deed of <br />trust, iecessary to convey a security interest in said property to the CWCB, <br />6. to ex cute all documents as required by the loan contract, including, but not limited to, a <br />Secu Agreement and a Promissory Note, and <br />7. to tak such other actions and to execute such other documents as may be necessary to <br />consu nmate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY T T THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A <br />MEETING F THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT <br />TO THE C MPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED R RESCINDED. <br />GIVEN UN ER OUR HANDS AND THE SEAL OF THE COMPANY THEZ5gDAY OF 6 f Z 2008. <br />(SEL) <br />B l <br />Y <br />ATTE Dennis Hoshiko, President <br />By <br />Stow L. <br />Corporate Secretary <br />