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Resolutions of the Shareholders <br /> of Prairie Ditch Company <br /> M The Shareholders of Prairie Ditch Company (Company), at a Shareholders' meeting held thiaaWat <br /> P4 Xf , Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado <br /> Water Conservation Board(CWCB),for the purpose of Plaza Project Phase 3:Prairie Ditch Implementation Project in <br /> the amount of$131,300 or such actual amount, more or less,as may be needed by the Company and available from <br /> 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 irrepealable during the term of the <br /> loan and,pursuant to the Company's bylaws,authorized the Board of Directors and officers,RESOLVED as 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$131,300, or such actual amount, more or less,as needed to finance the project costs, including <br /> 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 revenues <br /> 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 service <br /> reserve fund,and <br /> 5. to pledge its assessment revenues and an undivided one hundred percent(100%) interest in the Project,which <br /> includes the Prairie Ditch Diversion Dam and Headgate Structure on the Rio Grande as more particularly <br /> described in the attached Deed of Trust,and <br /> 6. to execute all documents as required by the Loan Contract, including, but not limited to, a Promissory Note, <br /> Security Agreement and Deed of Trust, necessary to convey a security interest in said property to the CWCB, <br /> 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 forego- <br /> ing are true and correct copies of resolutions duly adopted at a meeting of the Company's shareholders duly called <br /> and held as above recited, pursuant to the Company's bylaws, and that said resolutions have not been amended or <br /> rescinded. <br /> Given under our hands and the seal of the Company the l&day of JC)OetmlorC,2014. <br /> (SEAL) By -^-- — 2/1 <br /> Signature <br /> ATTEST: <br /> Name: LaVem Hart <br /> By �� Title: President <br /> Signature of Company Secretary Date: <br /> Date: //—‘7;-,70/477 <br /> Appendix 3a <br /> Page 1 of 1 <br />