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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF OGILVY AUGMENTATION COMPANY <br />The Board of Directors of Ogilvy Augmentation Company (Company), at a meeting held <br />..�a�. 15, 2008, at r=gJ , Colorado, adopted the following resolutions concerning a secured <br />loan from the State of Col rado Water Conservation Board (CWCB), for the acquisition of water <br />rights, development of a recharge reservoir, construction of a new storage reservoir, and <br />installation of measurement/monitoring devices in the amount of $523,584 or such actual <br />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 Corporate <br />Secretary, 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 $523,584, or such actual amount, more or less, as needed to <br />finance the project costs, 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 <br />a debt service reserve fund, and <br />5. to pledge 6 shares of the Greeley Irrigation Company, as well as all of the Company's right and <br />interest in the Project, including the recharge facility and the measurement and flow devices, as <br />collateral for the loan and execute all documents, including a security agreement and deed of <br />trust, necessary to convey 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 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 �S I�p NDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 2` //DAY OF Q c `' (-ef 2008. <br />A <br />By <br />(SEAL) <br />By <br />Dennis Hoshiko, President <br />L. Witwer, Corporate Secretary <br />�' -- #%I- A. - I - --- ^ - -s__ _A. ^A cA0%"90% <br />