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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF LEFT HAND DITCH COMPANY <br /> The Shareholders of the Left Hand Ditch Company (Company), at a Shareholders' meeting held Nov 2nd, <br /> 2013, located at Altona Grange in Longmont, Colorado, adopted the following resolutions concerning a secured <br /> loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of the Irrigation System <br /> Improvements Project in the amount of$3,276,056 or such actual amount, more or less, as may be needed by the <br /> Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan amount. <br /> At said meeting, the Shareholders charged that these resolutions are irrepealably during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, RESOLVED as <br /> follows: <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in <br /> the amount of $3,276,056 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 amounts due <br /> under the LOAN CONTRACT, and to pledge assessment revenues 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 revenues, and <br /> 4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt <br /> service reserve fund, and <br /> 5. to pledge, as COLLATERAL, for the loan the Company's, assessment revenues backed by a rate covenant and <br /> an undivided one hundred percent(100%) interest in the LEFT HAND VALLEY DAM AND RESERVOIR, and <br /> 6. to execute all documents as required by THE LOAN CONTRACT, including, but not,limited to, a PROMISSORY <br /> NOTE, SECURITY AGREEMENT, and DEED OF TRUST necessary to convey a security,interest in said property to <br /> the CWCB, and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and <br /> implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE <br /> FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br /> SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID <br /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY 2ND DAY OF NOVEMBER 2013. <br /> (S E A L) <br /> By L <br /> Signature <br /> ATTEST: <br /> /� NAME: Richard Behrmann <br /> By // D TITLE: President <br /> S' ature of Corpo ate Secretary <br /> Jo chaap DATE: 11/2/2013 <br /> DATE: 11/2/2013 <br /> Appendix 3a to Loan Contract C150370 <br /> Page 1 of 1 <br />