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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF EAST MESA WATER COMPANY <br /> The Shareholders of the East Mesa Water Company(Company),through unanimous written consent <br /> effecting a Shareholders' meeting held February 25, 2015, located at Carbondale, Colorado, adopted the <br /> following resolutions concerning a secured loan from the State of Colorado Water Conservation Board <br /> (CWCB), for the purpose of the amending the loan contract for the Ditch Piping Project to the increased <br /> amount of$757,500 or such actual amount,more or less,as may be needed by the Company and available <br /> 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 irrepealable during the term <br /> of the loan and,pursuant to the Company's bylaws,authorized the Board of Directors and officers, <br /> RESOLVED as follows: <br /> 1. to enter into and comply with the terms of an amendment to the loan contract with the Colorado Water <br /> Conservation Board for an increased loan in the amount of$757,500, or such actual amount, more or <br /> less,as needed to finance the project costs,inducing 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 <br /> due under the LOAN CONTRACT,and to pledge assessment revenues and the Company's right to receive <br /> said revenues for repayment of the loan,and <br /> 3. to place said pledged revenues in a special account separate and apat from other COMPANY revenues, <br /> 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 <br /> and an undivided one hundred percent(100%)interest in the PROJECT, as more particularly described <br /> in the attached SECURITY AGREEMENT and DEED OF TRUST,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 <br /> to the CWCB,and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate <br /> and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED, RESPECTIVELY,THE PRESIDENT AND SECRETARY OF THE COMPANY,HEREBY CERTIFY THAT <br /> THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br /> BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE DAY OF ARCH,2015. <br /> ATTEST: <br /> By All <br /> By /.�/i/.// % c i` Signature/ "k <br /> i••ature of Corporate Secretary/ NAME: k /y <br /> TITLE: r S 4.41% <br /> DATE: / 4)(9/5- DATE: 3 • L 'l5- <br /> APPENDIX D <br />