VISTA RIDGE METROPOLITAN DISTRICT

SCHEDULE OF EVENTS (AS OF NOVEMBER 23, 2016)

ACTIVITY DATE/TIME Resident Informational Meeting held June 13, 2016

Board approves moving forward with the cap removal plan June 30, 2016

Disclosure counsel sends questionnaire July 31, 2016

Service Plan Amendment approved by Erie Board of Trustees September 27, 2016

Disclosure questionnaire returned September 30, 2016

First draft bond documents distributed October 5, 2016

First draft Preliminary Official Statement distributed October 20, 2016

Credit Rating process initiated with rating agency October 21, 2016

Second draft of bond documents distributed October 25, 2016

Call with Rating Agency November 2-4, 2016

Receive credit rating November 10, 2016

Second draft Preliminary Official Statement November 14, 2016

Receive Insurance Commitment November 18, 2016

Post Preliminary Official Statement November 21, 2016

Bond Pricing December 7, 2016

Distribute Closing Documents December 12, 2016

Pre-Closing December 13, 2016

Bond Closing December 14, 2016

DRAFT

CERTIFIED RECORD

OF

PROCEEDINGS OF

THE BOARD OF DIRECTORS

OF

VISTA RIDGE METROPOLITAN DISTRICT TOWN OF ERIE, COLORADO

Relating to a Resolution Authorizing the Issuance of:

Revenue Refunding Bonds Series 2016

and

Promissory Note

Series 2016 This cover page is not a part of the following resolution and is included solely for the convenience of the reader.

(Attached copy of notice of meeting as posted)

TABLE OF CONTENTS Page

Section 1. Definitions........................................................................................................ 3 Section 2. Authorization and Purpose of Bonds and Note................................................ 7 Section 3. Bond and Note Details ..................................................................................... 7 Section 4. Payment of Bonds; Paying Agent and Bond Registrar .................................... 8 Section 5. Redemption of Bonds Prior to Maturity; Prepayment of Note ........................ 8 Section 6. Payment of Note ........................................................................................... 10 Section 7. Form of Bonds and Form of Note .................................................................. 10 Section 8. Execution and Authentication of Bonds; Execution of Note ......................... 10 Section 9. Registration of Bonds and Note in Registration Books Maintained by Paying

Agent .............................................................................................................. 10 Section 10. Transfer and Exchange of Bonds and the Note ............................................. 11 Section 11. Replacement of Lost, Destroyed or Stolen Bonds or Note ............................ 11 Section 12. Delivery of Bonds and Note, and Cancellation of Prior Bonds ..................... 11 Section 13. Various Findings, Determinations and Declarations ..................................... 11 Section 14. Creation of Funds ........................................................................................... 12 Section 15. Investments .................................................................................................... 12 Section 16. Federal Income Tax Covenants ..................................................................... 12 Section 17. Covenant to Collect Pledge Revenues ........................................................... 13 Section 18. Covenants of the District ............................................................................... 13 Section 19. Additional Bonds ........................................................................................... 14 Section 20. [Reserved] ...................................................................................................... 15 Section 21. Authorization to Execute Documents ............................................................ 15 Section 22. Authorization to Make Restructuring Payment ............................................. 15 Section 23. Removal or Resignation of Bond Registrar or Paying Agent: Successor ...... 16 Section 24. [Reserved] ...................................................................................................... 16 Section 25. Post Issuance Tax Compliance Policy ........................................................... 16 Section 26. Discharge and Defeasance ............................................................................. 17 Section 27. Events of Default ........................................................................................... 17 Section 28. Remedies For Events of Default .................................................................... 17 Section 29. Permitted Amendments to Bond Resolution.................................................. 17 Section 30. Amendments Requiring Consent of Owners ................................................. 18 Section 31. Effect of Amendment ..................................................................................... 19 Section 32. [Reserved] ...................................................................................................... 19 Section 33. [Reserved] ...................................................................................................... 19 Section 34. Pledge of Revenues ........................................................................................ 19 Section 35. No Recourse against Officers and Agents ..................................................... 19 Section 36. Conclusive Recital ......................................................................................... 19 Section 37. Limitation of Actions ..................................................................................... 20 Section 38. Holidays ......................................................................................................... 20 Section 39. Ratification and Approval of Prior Actions ................................................... 20 Section 40. Bond Resolution Irrepealable ........................................................................ 20 Section 41. Repealer ......................................................................................................... 20 Section 42. Severability .................................................................................................... 20 Section 43. Effective Date ................................................................................................ 20

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APPENDIX A – FORM OF SERIES 2016 BOND APPENDIX B – FORM OF PROMISSORY NOTE SERIES 2016

RESOLUTION

A RESOLUTION AUTHORIZING THE ISSUANCE BY VISTA RIDGE METROPOLITAN DISTRICT, TOWN OF ERIE, COLORADO, OF ITS REVENUE REFUNDING BONDS, SERIES 2016 FOR THE PURPOSE OF RESTRUCTURING AND REFUNDING, AT A LOWER INTEREST RATE, THE DISTRICT’S OUTSTANDING SUBORDINATE NON-AD VALOREM TAX REVENUE BONDS, SERIES 2006C AND SUBORDINATE NON-AD VALOREM TAX REVENUE 2008C, AND ITS ANNUALLY APPROPRIATED PROMISSORY NOTE, SERIES 2016, AND PAYING THE COSTS INCIDENTAL THERETO; PROVIDING THE FORM OF SUCH BONDS AND OTHER DETAILS THEREOF; AND APPROVING OTHER DOCUMENTS RELATING TO SUCH BONDS AND NOTE.

RECITALS

WHEREAS, Vista Ridge Metropolitan District, in the Town of Erie, Colorado (the “District”) is a duly and regularly created, established, organized, and existing metropolitan district, existing as such under and pursuant to the constitution and laws of the State of Colorado; and

WHEREAS, all capitalized terms used and not otherwise defined in the recitals hereof shall have the respective meanings set forth in Section 1 hereof; and

WHEREAS, the Board of Trustees of the Town of Erie (“Town Trustees”) approved the District’s Service Plan on February 22, 2000, as modified by a First Amendment to Service Plan approved by the Town Trustees on September 27, 2016 (collectively, the “Service Plan”); and

WHEREAS, the organization of the District was approved by the qualified electors of the District voting at elections duly and properly held in accordance with law on November 7, 2000 and November 6, 2001 (collectively, the “Election”), and the District was organized by order of the District Court in and for Weld County, Colorado entered on December 8, 2000 and recorded with the Weld County Clerk and Recorder on January 8, 2001 at Reception No. 2817763; and

WHEREAS, pursuant to the authority of the Elections and Section 32-1-1101(1), C.R.S., and subject to limitations of the District’s Service Plan, the District is authorized to incur indebtedness for the acquisition and construction of authorized improvements to carry out the purposes of the District; and

WHEREAS, the Board of Directors of the District (the “Board”) previously determined that the interests of the District and the public interest demanded the acquisition and construction of street, water, sewer/sanitation and park and recreation improvements and facilities and television relay and translation equipment, including and all things necessary and incidental thereto (“Public Improvements”); and

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WHEREAS, for the purposes of reissuing certain outstanding obligations of the District issued for the purpose of financing Public Improvements, and paying certain costs of issuance, the District pursuant to a Trust Indenture dated as of August 1, 2006 (“Original Trust Indenture”) issued its Subordinate Non-Ad Valorem Tax Revenue Bonds, Series 2006C, in the aggregate principal amount of $3,060,115 (the “Series 2006C Bonds”); and

WHEREAS, the District, Vista Ridge LLC (“VRLLC”) and Vista Ridge Development Corporation entered into that certain District Bonds Restructure Agreement (“2006 Restructure Agreement”) dated as of August 30, 2006 pursuant to which the District agreed, among other things, to issue the Series 2006 Bonds to VRLLC and make deferred payments of System Development Fees (to the extent collected by it) in the amount of $1,000,000 to VRLLC; and

WHEREAS, pursuant to a First Supplemental Trust Indenture dated as of February 1, 2008 (the “First Supplement” and together with the Original Indenture, the “Prior Indenture”), the District issued its Subordinate Non-Ad Valorem Tax Revenue Bonds, Series 2008C in the aggregate principal amount of $1,121,768 (the “Series 2008C Bonds” and together with the Series 2006C Bonds, the “Prior Bonds”), for the purposes of financing Public Improvements and paying costs of issuance thereof;

WHEREAS, the outstanding principal amount of, and accrued and unpaid interest on the Prior Bonds and any amounts due and owing under the 2006 Restructure Agreement, are equal to $6,022,795.39 (“Outstanding Balance”);

WHEREAS, the Board has determined and hereby determines that it is in the best interests of the District, its residents and taxpayers to restructure (the “Restructuring”) a portion of the Prior Bond and enter into a refunding program with respect to the Prior Bonds at this time, as well as satisfy payment of any deferred System Development Fee amounts due and owing under the 2006 Restructure Agreement, and accordingly, in exchange for the Prior Bonds and termination of the 2006 Restructure Agreement (i) the District shall pay to the current owners of the Prior Bonds, an amount equal to $1,500,000 at the time of issuance of the Bonds as partial payment of accrued and unpaid interest with respect to a portion of the Outstanding Balance, (ii) the owners of the outstanding Prior Bonds shall forgive $772,795.39 of the Outstanding Balance, (iii) the District shall issue to the current owners of the Prior Bonds, a promissory note (the “Note”) in the principal amount of $1,000,000 payable from available property tax revenues on an annually appropriated basis, which Note represents payment of accrued and unpaid interest with respect to a portion of the Outstanding Balance, and (iv) the District shall issue to the owners of the Prior Bonds its Revenue Refunding Bonds, Series 2016, in the aggregate principal amount not to exceed $2,750,000 (the “Bonds”); and

WHEREAS, the Bonds are being issued for the purpose of refinancing District bonded debt at a lower interest rate, and thus are permitted by Article X, Section 20 of the Colorado Constitution (“TABOR”); and

WHEREAS, the Note is subject to annual appropriation and thus is not a multiple-fiscal year financial obligation of the District for purposes of TABOR; and

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WHEREAS, the Bonds will be limited revenue bonds payable solely from system development fees and specific ownership taxes, and not from any ad valorem property tax revenues of the District; and

WHEREAS, the Refunded Bonds shall be refunded in part and the Bonds and the Note shall be issued pursuant to the Title 32, Article 1, Parts 11 and 13 (the “Special District Act”); and

WHEREAS, the Board specifically elects to apply the provisions of the Supplemental Public Securities Act, being Title 11, Article 57, Part 2, C.R.S. (the “Supplemental Act”) to the Bonds and the Note; and

WHEREAS, because the Bonds and the Note are issued to accredited investors in minimum denominations of $500,000, the Bonds and the Note will be exempt from registration under the Colorado Municipal Bond Supervision Act, being Title 11, Article 59, C.R.S.; and

WHEREAS, except for James Spehalski who has a relationship with Vista Ridge LLC, no member of the Board has a potential conflict of interest in connection with the authorization, issuance, sale or use of proceeds of the Bonds and the Note; and

WHEREAS, this Resolution is being adopted to authorize the issuance, sale and delivery of the Bonds and the Note, to provide for the payment of the Bonds and the Note and to provide the details of the Bonds; and

WHEREAS, there has been presented to the Board of Directors, among other things, the substantially final form of the Paying Agent Agreement; and

WHEREAS, the Board desires, pursuant to Section 11-57-205 of the Supplemental Act, to delegate to the Authorized Representative of the District the authority to determine certain provisions of the Bonds and Note in accordance with the provisions of this Resolution; to authorize the issuance of the Bonds and Note by the District and the execution and delivery of the Bonds and Note; and to authorize the officers of the District to effectuate the terms of this Resolution with regard to other matters relating thereto.

NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF DIRECTORS OF VISTA RIDGE METROPOLITAN DISTRICT, THAT:

Section 1. Definitions. The following terms shall have the following meanings for purposes of this Resolution:

“Acts” means, collectively, the Special District Act and the Supplemental Act.

“Authorized Representative” means the President of the District, to whom the Board delegates the authority specified in this Resolution, or any other authorized member of the Board.

“Board” means the Board of Directors of the District, and any successor governing body.

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“Bond Fund” means the fund by that name created pursuant to the provisions of Section 14(a) hereof for the purposes set forth herein.

“Bond Counsel” means (i) as of the date of issuance of the Bonds, Greenberg Traurig LLP, and (ii) as of any other date, Greenberg Traurig LLP or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal bonds.

“Bonds” means, the District’s Revenue Refunding Bonds, Series 2016, authorized and issued under this Resolution.

“Bond Registrar” means the Paying Agent acting in the capacity of Bond Registrar pursuant to the provisions hereof and of the Paying Agent Agreement.

“Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business.

“Certified Public Accountant” means a certified public accountant within the meaning of Section 12-2-115, C.R.S., and any amendment thereto, licensed to practice in the State of Colorado.

“Code” means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof, unless the context clearly requires otherwise.

“County” means Weld County, Colorado.

“Dated Date” means the date of issuance of the Bonds.

“Defeasance Securities” means cash funds or bills, certificates of indebtedness, notes, bonds or similar securities which are direct non-callable obligations of the United States of America or which are fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to the extent such investments are Permitted Investments.

“District” means the issuer of the Bonds, being the Vista Ridge Metropolitan District, in the Town of Erie, County of Weld, State of Colorado, as more particularly defined in the recitals hereof.

“Event of Default” means any one or more of the events set forth in the Section hereof entitled “Events of Default.”

“Federal Securities” means direct obligations of (including obligations issued or held in book-entry form on the books of), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America.

“Interest Payment Date” has the meaning set forth in Section 3(b) hereof.

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“Note” means the annually appropriated Promissory Note, Series 2016 of the District authorized and issued under this Resolution.

“Outstanding” means, as of any date, all Bonds and the Note, except the following:

(a) The Note or any Bond cancelled by the District or the Paying Agent, or otherwise on the District’s behalf, at or before such date;

(b) The Note or any Bond held by or on behalf of the District;

(c) Any Bond for the payment or the redemption of which moneys or Defeasance Securities sufficient to meet all of the payment requirements of the principal of, premium, if any, and interest on such Bond to the date of maturity or prior redemption thereof, shall have theretofore been deposited in trust for such purpose in accordance with the Section hereof entitled “Defeasance”; and

(d) Any lost, apparently destroyed, or wrongfully taken Bond or the Note in lieu of or in substitution for which another bond, note or other security shall have been executed and delivered.

“Owner” means the Person or Persons in whose name or names a Bond or the Note are registered on the registration books maintained by the Paying Agent pursuant to the provisions hereof and of the Paying Agent Agreement.

“Parity Bonds” means bonds, notes, debentures, or other multiple fiscal year financial obligations having a lien upon the Pledged Revenue or any part thereof on parity with the lien thereon of the Bonds; any Parity Bonds hereafter issued may be issued pursuant to such resolutions, indentures, or other documents as may be determined by the District, and will not be issued under this Resolution.

“Paying Agent” means UMB Bank, n.a., Denver, Colorado, or any successor thereto or assignee thereof approved by the District.

“Paying Agent Agreement” means the Paying Agent and Registrar Agreement dated as of December 1, 2016 between the Paying Agent and District concerning duties and obligations of the Paying Agent with respect to the Bonds and the Note.

“Permitted Investments” means any investment in which funds of the District may be invested under the laws of the State at the time of such investment.

“Person” means a corporation, firm, other body corporate, partnership, association or individual and also includes an executor, administrator, trustee, receiver or other representative appointed according to law.

“Pledged Revenue” means with respect to the Bonds, the moneys derived by the District from the following sources, after payment of any costs of collection:

(a) System Development Fees;

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(b) Specific Ownership Taxes; and

(b) any other legally available moneys which the District determines, in its sole discretion, to credit to the Bond Fund.

“Post Issuance Compliance Policy” means with respect to the Bonds, the policy adopted by the District pursuant to this Resolution in the form set forth as an exhibit to the Tax Certificate.

“Prior Bonds” has the meaning set forth in the recitals hereto.

“Record Date” means the fifteenth (15th) day of the calendar month next preceding each Interest Payment Date.

“Redemption Date” means the date on which the Bonds will be fully redeemed, paid and canceled.

“Refunded Bonds” means the outstanding Series 2006A Bonds and the Series 2006B Bonds.

“Resolution” means this Resolution, including any amendment or supplement hereto entered into in accordance with the provisions hereof.

“Restructuring” has a meaning set forth in the recitals hereto.

“Senior Bonds” means the District’s General Obligation Refunding Bonds, Series 2016 in the aggregate principal amount not to exceed $40,000,000 authorized pursuant to a resolution of the District adopted on the same day of adoption of this Resolution and issued on the same day as the issuance of the Bonds and the Note.

“Senior Bonds Bond Fund” means the Bond Fund created pursuant to the resolution of the Board which authorized the issuance and delivery of the Senior Bonds.

“Series 2006C Bonds” has the meaning set forth in the recitals hereto.

“Series 2008C Bonds” has the meaning set forth in the recitals hereto.

“Series 2016 Rebate Fund” means the fund by that name created and established pursuant to Section 14(b) hereof for the purposes described therein.

“Service Plan” has the meaning set forth in the recitals hereto.

“Special District Act” means Title 32, Article 1, Parts 11 and 13.

“Special Record Date” means the record date for determining Bond ownership for purposes of paying defaulted interest, as such date may be determined pursuant to this Resolution.

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“Specific Ownership Taxes” means the specific ownership taxes collected by the County and remitted to the District pursuant to §42-3-107, C.R.S. or any successor statute.

“State” means the State of Colorado.

“Subordinate Bonds” means bonds, notes, debentures, or other financial obligations having a lien upon the Pledged Revenue or any part thereof junior and subordinate to the lien thereon of the Bonds and any Parity Bonds.

“Supplemental Act” means Title 11, Article 57, Part 2, C.R.S.

“Surplus Fund” means the fund by that name created and established pursuant to Section 14(d) hereof for the purposes described therein.

“System Development Fees” means the system development fees in the current amount of $14,071 per net developable acre of land within the District, subject to adjustment from time to time hereafter by the Board, as authorized and imposed pursuant to a resolution duly adopted by the Board on May 23, 2001, and as more fully described therein.

“Tax Certificate” means the Tax Certificate of the District in a form approved by Bond Counsel and addressing matters under the Code relating to the Bonds.

“Tax Letter of Instructions” means the Tax Letter of Instructions attached to the Tax Certificate as an exhibit thereto, dated the date on which the Bonds are originally issued and delivered to the District by Bond Counsel, as such instructions may be superseded or amended in accordance with their terms.

Section 2. Authorization and Purpose of Bonds and Note. Pursuant to and in accordance with the Acts, the Board of Directors hereby authorizes and directs that there shall be issued by the District the (a) “Vista Ridge Metropolitan District Revenue Refunding Bonds, Series 2016,” in the aggregate principal amount of $2,750,000 for the purpose of refunding a portion of the Refunded Bonds, and (b) the “Vista Ridge Metropolitan District Promissory Note, Series 2016” in the principal amount of $1,000,000 for the purpose of evidencing the obligation of the District to pay accrued and unpaid interest on the Outstanding Balance. The Bonds and the Note shall be issued only simultaneously with, or subsequent to, the issuance of the Senior Bonds.

Section 3. Bond and Note Details.

(a) Registered Form, Denominations, Original Dated Date and Numbering

of the Bonds. The Bonds shall be issued as fully registered bonds without coupons in denominations of $500,000 each or any integral multiple thereof, and shall be registered in the names of the Persons identified in the registration books maintained by the Paying Agent pursuant hereto. The Bonds shall be consecutively numbered, beginning with the number one, preceded by the letter “R.”

(b) Maturity Date, Principal Amounts and Interest Rate. The Bonds shall be issued in the aggregate principal amount of $2,750,000. The Bonds shall be dated as of

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their Dated Date, mature on December 1, 2040, and shall bear interest (calculated based on a 360-day year of twelve 30-day months) at the annual interest rate of five percent (5%). Interest on the Bonds shall be payable semiannually on each June 1 and December 1, commencing on June 1, 2017 (each, an “Interest Payment Date”).

(c) Unpaid Principal and Interest on the Bonds. To the extent principal of any Bond is not paid when due, such principal shall remain Outstanding until paid. To the extent interest on any Bond is not paid when due, such interest shall compound semiannually on each Interest Payment Date, at the rate then borne by the Bond; provided, however, that notwithstanding anything herein to the contrary, the District shall not be obligated to pay more than the amount permitted by law and its electoral authorization in repayment of the Bonds, including all payments of principal, premium if any, and interest, and all Bonds will be deemed defeased and no longer Outstanding upon the payment by the District of such amount.

(d) Registered Form and Original Dated Date of Note. The Note shall be issued as a fully registered note without interest, shall be dated as of the Dated Date and shall be registered in the name of the Person identified in the registration books maintained by the District pursuant hereto.

(e) Maturity Date, Principal Amount and Interest Rate. The Note shall be issued in the principal amount of $1,000,000. The Note shall mature on December 5, 2018, and shall not bear interest. Note payments shall be made on December 5 of each year subject to annual appropriation by the District as set forth herein.

Section 4. Payment of Bonds; Paying Agent and Bond Registrar. The principal of the Bonds, and the principal of the Note are payable in lawful money of the United States of America to the Owner of each Bond or the Note, as the case may be, upon maturity, or with respect to the Bonds, prior redemption (including on mandatory sinking fund redemption) and, with respect to such amounts due at final maturity only, upon presentation of the Bond, or the Note, as the case may be, to the Paying Agent at its principal office. The interest on any Bond, and any other amounts payable with respect thereto not requiring presentment of the Bond, is payable to the person in whose name such Bond is registered, at his address as it appears on the registration books maintained by the District, at the close of business on the Record Date, irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to the applicable payment date; provided that any such amount not so timely paid or duly provided for shall cease to be payable to the person who is the Owner thereof at the close of business on the Record Date and shall be payable to the person who is the Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the District whenever moneys become available for payment of the defaulted amount, and notice of the Special Record Date shall be given to the Owners of the Bonds not less than ten (10) days prior to the Special Record Date by first-class mail to each such Owner as shown on the registration books kept by the District on a date selected by the District. Such notice shall state the date of the Special Record Date and the date fixed for the payment of such defaulted amount.

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Interest payments and any redemption price (including mandatory sinking fund payments) on the Bonds shall be paid by check or draft of the Paying Agent mailed on the applicable Interest Payment Date or redemption date to the Owners of the Bonds. The Paying Agent may make payments of such amounts on any Bond by such alternative means as may be mutually agreed to between the Owner of such Bond and the Paying Agent; provided that the District shall not be required to make funds available to the Paying Agent prior to the dates on which such amounts would otherwise be payable hereunder, nor to incur any expenses in connection with such alternative means of payment.

The principal of, premium if any, and interest on the Bonds shall be paid in accordance with the terms of the Paying Agent and Registrar Agreement.

Section 5. Redemption of Bonds Prior to Maturity; Prepayment of Note.

(a) Optional Redemption. The Bonds shall be subject to redemption prior to maturity, at the option of the District, as a whole or in part in integral multiples of $5,000, on any date, upon payment of the par amount redeemed and accrued interest, without redemption premium.

(b) Mandatory Sinking Fund Redemption. The Bonds are also subject to mandatory sinking fund redemption by lot on December 1 of the years and in the principal amounts as follows, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date.

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Year of Redemption Redemption Amount 2017 $30,000 2018 35,000 2019 45,000 2020 50,000 2021 60,000 2022 65,000 2023 70,000 2024 80,000 2025 85,000 2026 90,000 2027 100,000 2028 105,000 2029 110,000 2030 120,000 2031 125,000 2032 135,000 2033 145,000 2034 155,000 2035 165,000 2036 175,000 2037 185,000 2038 195,000 2039 205,000

2040* 220,000 * Final Maturity

(c) Redemption Procedures. Notice of any redemption of Bonds shall be

given by the Paying Agent by sending a copy of such notice by first-class, postage prepaid mail, not less than thirty (30) days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. Such notice may also provide that such redemption shall be conditioned on the availability of sufficient amounts to effect such redemption on the date fixed for redemption. If any Bond shall have been duly called for redemption and if, on or before the redemption date, there shall have been deposited with the Paying Agent funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.

(d) Prepayment of Note. The Note is subject to prepayment prior to its maturity date, at the option of the District, in whole or in part, upon payment of the amount being prepaid, without any prepayment premium. Notice of such prepayment

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shall be given by the District to the Note Owner no less than five (5) days prior to the prepayment date.

Section 6. Payment of Note. The Note is payable in lawful money of the United States of America to the Owner of the Note as set forth on the registration books kept by the District, in such manner and with such moneys as provided for herein. To the extent there are funds on deposit in the Senior Bonds Bond Fund after payment of principal of and interest on the Senior Bonds on December 1 of each year, such excess funds shall, in the discretion of the Board, be transferred by the District to the Note Fund and used to pay the outstanding principal of the Note. The officer of the District who is at such time charged with the responsibility of formulating budget proposals with respect to the payment on the Senior Bonds shall and is hereby directed to include, for so long as the Note is outstanding, in the annual budget proposal submitted to the Board for consideration, a budget which includes the transfer of amounts from the Senior Bonds Fund to the Note Fund for payment of the principal of the Note. The District has included in its fiscal year 2017 budget adopted and approved by the Board, the transfer of an amount equal to the principal amount of the Note.

The Board of Director’s obligation to use ad valorem tax revenues to pay the principal of the Note shall be from year to year only and shall not constitute a multiple-fiscal year direct or indirect debt or other financial obligation of the District within the meaning of Article X, Section 20 of the Colorado Constitution.

Section 7. Form of Bonds and Form of Note. The Bonds and the Note shall be in substantially the forms set forth respectively, in Appendix A and Appendix B hereto, with such changes, not inconsistent herewith, as may be necessary or desirable and approved by the officials of the District executing the same (whose manual or facsimile signatures thereon shall constitute conclusive evidence of such approval). All covenants, statements, representations and agreements contained in the Bonds and the Note are hereby approved and adopted as the covenants, statements, representations and agreements of the District. Although attached for the convenience of the reader, Appendices A and B are integral parts of this Resolution and are incorporated herein as if set forth in full in the body of this Resolution.

Section 8. Execution and Authentication of Bonds; Execution of Note. The Bonds and the Note shall be executed in the name and on behalf of the District with the manual or facsimile signature of the President of the District, shall bear a manual or facsimile of the seal of the District and shall be attested by the manual or facsimile signature of the Secretary of the District, all of whom are hereby authorized and directed to prepare and execute the Bonds and the Note in accordance with the requirements hereof. Should any officer whose manual or facsimile signature appears on the Bonds or the Note cease to be such officer before delivery of any Bond or the Note, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. When the Bonds and the Note have been duly executed, the officers of the District are authorized to, and shall, deliver the Bonds and the Note to the Paying Agent for authentication. Neither the Bonds nor the Note shall be secured by or entitled to the benefit of this Resolution, or shall be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent has been manually executed by an authorized signatory of the Paying Agent. The executed certificate of authentication of the Paying Agent upon any Bond

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and the Note shall be conclusive evidence, and the only competent evidence, that such Bond has been properly authenticated and delivered hereunder.

Section 9. Registration of Bonds and Note in Registration Books Maintained by Paying Agent. The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds and the Note shall be recorded. The person in whose name any Bond and the Note shall be registered on such registration book shall be deemed to be the absolute owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and the Paying Agent shall not be affected by any notice or other information to the contrary.

Section 10. Transfer and Exchange of Bonds and the Note. The Bonds and the Note may be transferred or exchanged at the principal office of the Paying Agent for a like principal amount of Bonds or Note, as the case may be, upon payment by the transferee of a transfer fee, any tax or governmental charge required to be paid with respect to such transfer or exchange. Upon surrender for transfer of any Bond or the Note, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his or her attorney duly authorized in writing, the Paying Agent shall execute the Paying Agent shall authenticate and deliver in the name of the transferee a new Bond or Note, as the case may be. Notwithstanding any other provision hereof, the Paying Agent shall not be required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part between the Business Day immediately preceding the mailing of the notice of redemption and the redemption date, or (b) between the Record Date for any Interest Payment Date for such Bond and such Interest Payment Date. In addition, no Bond, nor the Note may be transferred to any party unless such transferee is an “accredited investor”, as defined and provided for in the forms of the Bonds and the Note, as set forth in Appendices A and B hereof.

Section 11. Replacement of Lost, Destroyed or Stolen Bonds or Note. If any Bond or the Note shall become lost, apparently destroyed, stolen or wrongfully taken, it may be replaced in the form and tenor of the lost, destroyed, stolen or taken Bond or Note and the District shall execute and the Paying Agent shall authenticate and deliver a replacement Bond or Note upon the Owner furnishing, to the satisfaction of the Paying Agent: (i) proof of ownership (which shall be shown by the registration books of the District), (ii) proof of loss, destruction or theft, (iii) an indemnity to the District and the Paying Agent with respect to the Bond or Note lost, destroyed or taken, and (iv) payment of the cost of preparing and executing the new Bond or Note.

Section 12. Delivery of Bonds and Note, and Cancellation of Prior Bonds. Upon surrender to the District of the Prior Bonds, the Bonds and the Note shall be issued and delivered to Vista Ridge LLC. The District shall cancel the Prior Bonds upon receipt thereof and the Prior Indenture shall be deemed cancelled and the Prior Bonds shall be defeased thereunder. By acceptance of the Bonds and the Note Vista Ridge LLC hereby waives receipt of notice of redemption with respect to the Prior Bonds which may be required under the Prior Indenture.

Section 13. Various Findings, Determinations and Declarations. The Board, having been fully informed of and having considered all the pertinent facts and circumstances, hereby finds, determines, declares and covenants with the Owners of the Bonds and the Note that:

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(a) pursuant to Article X, Section 20 of the Colorado Constitution, additional voter approval is not required for the issuance of (i) the Bonds because the issuance of the Bonds is for the purpose of refinancing District bonded debt at a lower interest rate, and (ii) the Note because it is not a multiple fiscal year financial obligation of the District;

(b) it is in the best interest of the District, its residents and taxpayers that the Bonds and the Note be authorized, issued and, exchanged for the Prior Bonds and delivered at the time, in the manner and for the purposes provided in this Resolution; and

(c) the issuance of the Bonds and the Note and all procedures undertaken incident thereto are in full compliance and conformity with all applicable requirements, provisions and limitations prescribed by the Constitution and laws of the State, including the Acts, and all conditions and limitations of the Acts, and other applicable law and the Service Plan relating to the issuance of the Bonds and the Note have been or will be satisfied prior to the issuance of the Bonds and the Note.

Section 14. Creation of Funds.

(a) Bond Fund. There is hereby created and established the “Vista Ridge Metropolitan District, Revenue Bonds, Bonds, Bond Fund” (the “Bond Fund”), which shall be maintained by the District in accordance with the provisions of this Resolution and the Tax Certificate. The District shall deposit all Pledged Revenue upon receipt in the Bond Fund. Moneys on deposit in the Bond Fund shall be applied solely to the payment of the principal of and interest on the Bonds and for no other purpose until the Bonds, including principal and interest, are fully paid, satisfied and discharged.

(b) Series 2016 Rebate Fund. There is hereby created the “Vista Ridge Metropolitan District, Revenue Bonds, Series 2016, Rebate Fund” (the “Series 2016 Rebate Fund”). The Series 2016 Rebate Fund shall be funded pursuant to the provisions of the Tax Certificate and shall be maintained for the purposes stated therein with respect to the Bonds.

(c) Note Fund. There is hereby created the “Vista Ridge Metropolitan District, Promissory, Series 2016, Note Fund” (the “Note Fund”), which shall be maintained by the District in accordance with the provisions of this Resolution. The District shall deposit all moneys transferred from the Senior Bonds Bond Fund to the Note Fund in accordance with Section 6 hereof. Moneys on deposit in the Note Fund shall be applied solely to the payment of the principal of the Note in accordance herewith and for no other purpose.

Section 15. Investments. Moneys on deposit in the Bond Fund, the Series 2016 Rebate Fund and the Note Fund and any moneys held by the Paying Agent with respect to the Bonds and the Note shall be invested in Permitted Investments, provided that the investment of such moneys in the Bond Fund and the Series 2016 Rebate Fund shall be subject to any applicable restrictions set forth in the Tax Letter of Instructions and the Tax Certificate delivered by the District in connection with the issuance of the Bonds that describes the District’s expectations regarding the use and investment of proceeds of the Bonds and other moneys. Except as

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otherwise provided above, earnings from the investment of moneys separately accounted for to pay principal of, premium, if any, and interest on the Bonds shall be transferred to the Series 2016 Rebate Fund in the amounts and at the times required to fund the Series 2016 Rebate Fund in accordance with the Tax Letter of Instructions and all other earnings from the investment of moneys shall be retained in the account in which earned.

Section 16. Federal Income Tax Covenants. For purposes of ensuring that the interest on the Bonds is and remains excluded from gross income for federal income tax purposes, the District hereby covenants that:

(a) Prohibited Actions. The District will not use or permit the use of any proceeds of the Bonds or any other funds of the District from whatever source derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit to be taken any other action or actions, which would cause any Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code, or would otherwise cause the interest on any Bond to be includible in gross income for federal income tax purposes.

(b) Affirmative Actions. The District will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the District on the Bonds shall not be includible in gross income for federal income tax purposes under the Code or any other valid provision of law. In particular, but without limitation, the District represents, warrants and covenants to comply with the following rules, unless it receives an opinion of Bond Counsel stating that such compliance is not necessary: (i) gross proceeds of the Bonds will not be used in a manner that will cause the Bonds to be considered “private activity bonds” within the meaning of the Code; (ii) the Bonds are not and will not become directly or indirectly “federally guaranteed” and (iii) the District will timely file an Internal Revenue Service Form 8038-G with respect to the Bonds, which shall contain the information required to be filed pursuant to Section 149(e) of the Code.

(c) Tax Letter of Instructions. The District will comply with the Tax Letter of Instructions delivered to it on the date of issuance of the Bonds, including, but not limited by, the provisions of the Tax Letter of Instructions regarding the application and investment of Bond proceeds, the calculations, the deposits to the Series 2016 Rebate Fund, the disbursements, the investments and the retention of records described in the Tax Letter of Instructions; provided that, in the event the Tax Letter of Instructions are superseded or amended by new Tax Letter of Instructions drafted by, and accompanied by an opinion of, Bond Counsel stating that the use of the new Tax Letter of Instructions will not cause the interest on the Bonds to become includible in gross income for federal income tax purposes, the District will thereafter comply with the new Tax Letter of Instructions.

Section 17. Covenant to Collect Pledged Revenues.

(a) For the purpose of paying the principal of, and interest on the Bonds, the District covenants to cause to collect when due all System Development Fees and to

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receive from the County Specific Ownership Taxes and deposit them upon receipt in the Bond Fund.

(b) The amounts necessary to pay the principal of and interest on the Bonds, and any redemption premium, when due are hereby appropriated for said purposes, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation resolutions to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged.

Section 18. Covenants of the District. The District hereby irrevocably covenants and agrees with each and every Owner that so long as any of the Bonds and the Note remain Outstanding:

(a) The District will continue to operate and manage the District in accordance with all applicable laws, rules and regulations, and keep and maintain separate accounts of the receipts and expenses thereof in such manner that the Pledged Revenue may at all times be readily and accurately determined.

(b) At least once a year in the time and manner provided by law, the District will cause an audit to be performed of the records relating to District revenues and expenditures. In addition, at least once a year in the time and manner provided by law, the District will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time and manner provided by law.

(c) The District will carry fire and extended coverage, workers’ compensation, public liability and such other forms of insurance on insurable District property as would ordinarily be carried by entities having similar properties of equal value.

(d) Each District official or other person having custody of any Pledged Revenue, or responsible for the handling of such funds, shall be fully bonded or insured against theft or defalcation at all times, which bond or insurance shall be conditioned upon the proper application of said funds.

(e) In the event the Pledged Revenue is insufficient or is anticipated to be insufficient to pay the principal of, premium if any, and interest on the Bonds when due, the District shall use its best efforts to refinance, refund, or otherwise restructure the Bonds so as to avoid such a default.

(f) The District shall take no action that could have the affect of excluding property from the District unless the District determines in good faith that such action would not have a materially adverse effect upon the amount of Pledged Revenue that would otherwise be collected by the District.

Section 19. Additional Bonds.

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(a) The District shall not incur any additional debt or other financial obligation having a lien upon the Pledged Revenue or any part thereof superior to the lien of the Bonds.

(b) The District may issue Parity Bonds if such issuance is consented to by the Owners of a majority in aggregate principal amount of Bonds then Outstanding. Any Parity Bonds hereafter issued may be issued pursuant to such resolutions, indentures, or other documents as may be determined by the District, and will not be issued under this Resolution.

(c) The District may issue Subordinate Bonds, provided that each of the following conditions are met.

(i) Such Subordinate Bonds shall be payable not more than once annually, on a date after which the principal of and interest on the Bonds and any Parity Bonds are paid for such year;

(ii) Such Subordinate Bonds shall not conflict with the instruments to which the Bonds, any Parity Bonds, or any other outstanding Subordinate Bonds are governed;

(iii) Acceleration of such Subordinate Bonds shall not be an available remedy for any reason; and

(iv) Such Subordinate Bonds shall have a maturity date which is not earlier than the maturity date of the Bonds and any Parity Bonds.

Section 20. Issuance of Refunding Bonds. Notwithstanding any other provision contained herein, the District may issue bonds in such principal amount as may be necessary to refund all or a portion of the Bonds (the “Refunding Bonds”) if prior to or simultaneously therewith, the following actions are taken:

(a) the Board adopts a resolution authorizing the issuance of such Refunding Bonds and specifying the terms and provisions thereof, and Bond Counsel delivers an opinion that such Refunding Bonds are valid and enforceable obligations of the District;

(b) if the Bonds to be refunded are to be called for prior redemption at the option of the District, a certificate of the Authorized Representative that irrevocable instructions to give due and timely notice of such redemption have been given; and

(c) a certificate of the Authorized Representative that either moneys in an amount sufficient to effect payment of the debt service of the Bonds to be refunded, as the same became due, are held by the District or are required to be deposited in an escrow account or with the Trustee in trust for such purpose.

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Section 21. Authorization to Execute Documents. The President or Secretary or any other duly authorized officer of the District, shall, and they are hereby authorized and directed to, take all actions necessary or appropriate to effectuate the provisions of this Resolution, including, but not limited to, the execution of the Paying Agent Agreement and the Continuing Disclosure Undertaking in substantially the forms presented at or prior to this meeting of the Board of Directors, with such changes therein, if any, not inconsistent herewith, as are approved by the District (which, once executed by the appropriate District official, shall constitute conclusive evidence of approval of the District); a “Tax Certificate” or similar certificate describing the District’s expectations regarding the use and investment of proceeds of the Bonds and other moneys; an Internal Revenue Service Form 8038-G with respect to the Bonds; and all other documents and certificates necessary or desirable to effectuate the issuance of the Bonds, the investment of proceeds of the Bonds, and the other transactions contemplated hereby. The execution by the President or any other duly authorized officer of the District of any documents authorized herein shall be conclusive proof of the approval by the District of the terms thereof.

Section 22. Authorization to Make Restructuring Payment. In connection with the Restructuring, the Board hereby authorizes the District to make a payment from its general fund in the amount of $1,500,000 to the owners of the Prior Bonds, upon issuance of the Bonds and the Note and satisfaction of all conditions herein to such issuance. Such payment, together with the issuance of the Bonds and Note shall satisfy in full any and all obligations of the District to pay the Outstanding Balance.

Section 23. Removal or Resignation of Bond Registrar or Paying Agent: Successors. The Paying Agent and Bond Registrar may resign, or may be removed by the District at any time, with or without cause. In the event of the removal or resignation of the Bond Registrar or Paying Agent, the District shall appoint a successor as soon thereafter as may be practicable, and in such event, shall give written notice thereof to each Owner by mailing to the addresses shown on the registration books for the Bonds. Any successor Paying Agent shall:

(a) be a trust company or bank in good standing located in or incorporated under the laws of the State of Colorado;

(b) be duly authorized to exercise trust powers;

(c) be subject to examination by a federal or state authority; and

(d) maintain a reported capital and surplus of not less than ten million dollars ($10,000,000).

Section 24. [Reserved].

Section 25. Post Issuance Tax Compliance Policy. The Board hereby approves and adopts with respect to the Bonds the Post Issuance Tax Compliance Policy and designates the person so identified therein as the “Responsible Person.”

Section 26. Discharge and Defeasance. When all principal, interest, and premiums, if any, in connection with any Bond have been duly paid, the pledge and lien and all obligations of the District hereunder with respect to such Bond shall thereby be discharged and such Bond shall

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no longer be deemed to be outstanding within the meaning of this Resolution. There shall be deemed to be such due payment when the District has placed in escrow and in trust with a commercial bank located within or without the State of Colorado, and exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities in which such amount may be initially invested, which Federal Securities shall not contain provisions permitting the redemption or redemption thereof at the option of the issuer) to meet all requirements of principal, interest, and premiums, if any, on such Bond or Bonds, as the same become due to their final maturities or upon designated prior redemption dates. The Federal Securities shall become due at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the District and such bank at the time of the creation of the escrow, or the Federal Securities shall be subject to redemption at the option of the holders thereof to assure such availability as so needed to meet such schedule. The sufficiency of the escrow shall be determined by a Certified Public Accountant. When the outstanding principal of the Note is paid in full it shall be discharged and no amounts thereunder shall be payable.

Section 27. Events of Default. The occurrence or existence of any one or more of the following events shall be an Event of Default hereunder:

(a) the District fails or refuses to collect and receive, as the case may be, the Pledged Revenues and transfer such revenues to the Bond Fund as provided herein;

(b) the District defaults in the performance of any other of its covenants in this Resolution, and such default continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to the District by the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding or by the Owner of the Note; or

(c) the District files a petition under the federal bankruptcy laws or other applicable bankruptcy laws seeking to adjust the debt represented by the Bonds or the obligation represented by the Note.

Section 28. Remedies For Events of Default. Upon the occurrence and continuance of an Event of Default, the Owner of any Bond or the Owner of the Note may proceed to protect and enforce the rights of any Owner under this Resolution by mandamus or such other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction. All such proceedings shall be instituted, had, and maintained for the equal benefit of all Owners of the Bonds then outstanding and the Owner of the Note.

Section 29. Permitted Amendments to Bond Resolution. The District may, without the consent of or notice to the Owners, adopt amendments or supplements to this Resolution, which amendments or supplements shall thereafter form a part hereof, for any one or more of the following purposes:

(a) to cure any ambiguity, to cure, correct, or supplement any formal defect or omission or inconsistent provision contained in this Resolution, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to

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matters arising under this Resolution, or to make any provisions for any other purpose, if such provisions are necessary or desirable and do not materially adversely affect the interests of the Owners of the Bonds or the Owner of the Note;

(b) to subject to this Resolution or pledge to the payment of the Bonds or the Note additional revenues, properties, or collateral; and

(c) to grant or confer upon the Owners any additional rights, remedies, powers, or authority that may be lawfully granted to or conferred upon the Owners.

Section 30. Amendments Requiring Consent of Owners. Except for amendatory or supplemental resolutions adopted pursuant to the Section hereof entitled “Permitted Amendments to Bond Resolution,” the Owners of not less than two-thirds (2/3) in aggregate principal amount of the Bonds then outstanding and the Note Owner shall have the right, from time to time, to consent to and approve the adoption by the District of such resolutions amendatory or supplemental hereto as shall be deemed necessary or desirable by the District for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Resolution applicable to the Bonds or the Note, as the case may be; provided however, that without the consent of the Owners of all the Bonds affected thereby, or the Note if it is affected thereby, nothing herein contained shall permit, or be construed as permitting:

(a) a change in the terms of the maturity of any Bond, in the principal amount of any Bond or the rate of interest thereon, or in the terms of prior redemption of any Bond;

(b) a change in the maturity date of the Note or the principal amount thereof;

(c) an impairment of the right of the Owners to institute suit for the enforcement of any payment of the principal of, or interest on the Bonds when due or the payment of the Note when due in accordance with this Resolution;

(d) a privilege or priority of any Bond or any premium or interest payment over any other Bond or premium or interest payment; or

(e) a reduction in the percentage in principal amount of the Bonds the consent of whose Owners is required for any such amendatory or supplemental resolution.

If at any time the District shall desire to adopt an amendatory or supplemental resolution for any of the purposes of this Section, the District shall cause notice of the proposed adoption of such amendatory or supplemental resolution to be given by mailing such notice by certified or registered first-class mail to each Owner of a Bond and the Owner of the Note at the addresses shown on the registration books of the District, at least thirty (30) days prior to the proposed date of adoption of any such amendatory or supplemental resolution. Such notice shall briefly set forth the nature of the proposed amendatory or supplemental resolution and shall state that copies thereof are on file at the offices of the District or some other suitable location for inspection by all Owners. If, within thirty (30) days or such longer period as shall be prescribed by the District following the giving of such notice, the Owners of not less than the required percentage in

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aggregate principal amount of the Bonds then outstanding at the time of the execution of any such amendatory or supplemental resolution and the Note owner to be the extent applicable shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond or the Note shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the adoption and effectiveness thereof, or to enjoin or restrain the District from adopting the same or from taking any action pursuant to the provisions thereof.

Section 31. Effect of Amendment. Upon the execution of any amendatory or supplemental resolution pursuant to this Resolution, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties, and obligations under this Resolution of the District, the Bond Registrar, the Paying Agent and all Owners of Bonds then outstanding and the Note Owner shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such modifications and amendments.

Section 32. [Reserved].

Section 33. [Reserved].

Section 34. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of the Pledged Revenues to secure or pay the Bonds and of the revenue available to pay the Note, all as provided herein shall be governed by Section11-57-208 of the Supplemental Act and this Resolution. The amounts pledged to the payment of the Bonds and the Note shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall have the priority described herein. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the District irrespective of whether such persons have notice of such liens.

Section 35. No Recourse against Officers and Agents. Pursuant to Section11-57¬209 of the Supplemental Act, if a member of the Board, or any officer or agent of the District acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, or interest on the Bonds or the payment of the Note. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and the Note as the case may be, and as a part of the consideration of their exchange as provided for herein, any person purchasing or selling such Bond or the Note specifically waives any such recourse.

Section 36. Conclusive Recital. Pursuant to Section11-57-210 of the Supplemental Act, the Bonds and the Note shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds and the Note after their delivery for value.

Section 37. Limitation of Actions. Pursuant to Section11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with

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the authorization or issuance of the Bonds and the Note shall be commenced more than thirty (30) days after the authorization of such securities.

Section 38. Holidays. If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which the principal office of the Paying Agent is authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which the principal office of the Paying Agent is authorized or required by law to remain closed.

Section 39. Ratification and Approval of Prior Actions. All actions heretofore taken by the officers of the District and the members of the Board, not inconsistent with the provisions of this Resolution, relating to the authorization, sale, issuance, and delivery of the Bonds and the Note, are hereby ratified, approved, and confirmed.

Section 40. Bond Resolution Irrepealable. After any of the Bonds and the Note have been issued, this Resolution shall constitute a contract between the Owners and the District, and shall be and remain irrepealable until the Bonds and the interest accruing thereon, and the Note, shall have been fully paid, satisfied, and discharged, as herein provided.

Section 41. Repealer. All orders, bylaws, and resolutions of the District, or parts thereof, inconsistent or in conflict with this Resolution, are hereby repealed to the extent only of such inconsistency or conflict.

Section 42. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution, the intent being that the same are severable.

Section 43. Effective Date. This Bond Resolution shall take effect immediately upon its adoption and approval.

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ADOPTED AND APPROVED this ____ day of ________, 2016.

VISTA RIDGE METROPOLITAN DISTRICT, in the Town of Erie, Colorado

[SEAL] By President

ATTEST:

By _________________________________ Secretary or Assistant Secretary

[Signature page to Bond Resolution]

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Thereupon, Director __________ moved the adoption of the foregoing resolution. The motion to adopt the resolution was duly seconded by Director __________, put to a vote, and carried on the following recorded vote:

Those voting AYE:

Those voting NAY:

Those abstaining:

Thereupon the President, as Chairman of the meeting, declared the Resolution duly

adopted and the Secretary was directed to enter the foregoing proceedings and resolution upon the minutes of the Board.

STATE OF COLORADO ) COUNTY OF JEFFERSON ) ss. VISTA RIDGE METROPOLITAN DISTRICT )

I, ___________________, Secretary or Assistant Secretary of Vista Ridge Metropolitan District, in Town of Erie, Colorado, (the “District”), do hereby certify that the foregoing pages numbered 1 through 26 inclusive, and the following pages A-1 through A-8 inclusive, constitute a true and correct copy of that portion of the record of proceedings of the Board of Directors of the District (the “Board”) relating to the adoption of a resolution authorizing the issuance of the District’s Revenue Refunding Bonds, Series 2016 and Promissory Note Series 2016, and other matters relating thereto, adopted at a special meeting held at the Vista Ridge Community Center, 2750 Vista Parkway, Erie, Colorado and by telephone conference call, on Thursday, the 8th day of December, 2016, at the hour of 4:30 p.m., as recorded in the official record of proceedings of the District kept in my office; that the proceedings were duly had and taken; that the meeting was duly held; that the persons therein named were present at the meeting and voted as shown therein; and that a notice of meeting, in the form herein set forth at page (i), was posted at three public places within the District, and at the offices of the Weld County Clerk and Recorder, at least seventy two (72) hours prior to the meeting, in accordance with law.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the District, this ______ day of December, 2016.

[ S E A L ]

Secretary or Assistant Secretary

A-1

APPENDIX A

FORM OF SERIES 2016 BOND

THIS BOND IS ISSUED EXCLUSIVELY TO AN ACCREDITED INVESTOR. THE REGISTERED OWNER HEREOF (THE "BONDHOLDER"), BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE DISTRICT THAT THIS BOND MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED OTHER THAN TO A PERSON WHOM THE SELLER BELIEVES IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4) (2) OF THE FEDERAL "SECURITIES ACT OF 1933" BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION. THE BONDHOLDER HEREOF FURTHER AGREES FOR THE BENEFIT OF THE DISTRICT THAT IT WILL NOTIFY ANY PURCHASER HEREOF OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. ANY BONDHOLDER OF THIS BOND AGREES THAT IT WILL NOTIFY THE TRUSTEE OF ANY TRANSFER BY IT OF THIS BOND OR ANY BENEFICIAL INTEREST HEREIN AND THAT IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATES AND ANY OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE BONDHOLDER HEREOF, BY PURCHASING THIS BOND REPRESENTS AND AGREES FOR THE BENEFIT OF THE DISTRICT THAT IT IS AN ACCREDITED INVESTOR, AND THAT IT IS HOLDING THIS BOND FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.

UNITED STATES OF AMERICA

STATE OF COLORADO

No. R-__ $__________

VISTA RIDGE METROPOLITAN DISTRICT REVENUE REFUNDING BOND

SERIES 2016

INTEREST RATE: MATURITY DATE: ORIGINAL

DATED DATE: CUSIP:

____% December 1, 2040 ______ __, 2016 ________ REGISTERED OWNER: ______________________ Tax Identification Number: ___________________

PRINCIPAL SUM: **____________ DOLLARS**

Vista Ridge Metropolitan District, in the Town of Erie, Colorado (the “District”), a duly and regularly created and existing quasi-municipal corporation and political subdivision of the State of Colorado , established and organized under the provisions of the Special District Act (Title 32, Article 1, Colorado Revised Statutes) and all other laws of the State of Colorado (the “State”), for value received, hereby promises to pay to the order of the registered owner named above, or registered assigns, the principal sum stated above on the maturity date stated above, with interest on such principal sum from the original dated date stated above at the interest rate

A-2

per annum stated above (calculated on the basis of a 360-day year comprised of twelve 30-day months), payable on June 1 and December 1 of each year, commencing June 1, 2017. The principal of and premium, if any, on this Bond are payable to the registered owner hereof upon presentation and surrender of this Bond to the principal office of the Paying Agent. Interest on this Bond is payable by check or draft of the Paying Agent mailed on the Interest Payment Date to the registered owner hereof as of the fifteenth day of the month (whether or not such day is a Business Day, as defined in the below-mentioned Resolution) preceding the month in which such Interest Payment Date occurs; provided that, interest payable to the registered owner of this Bond may be paid by any other means agreed to by such registered owner and the Paying Agent that does not require the District to make moneys available to the Paying Agent earlier than otherwise required under the Resolution or increase the costs borne by the District under the Resolution. Any payment of principal of or interest on this Bond that is due on a day that is not a Business Day (as defined in the Resolution, defined below) shall be made on the next succeeding day that is a Business Day. All payments of principal of, premium, if any, and interest on this Bond shall be made in lawful money of the United States of America.

Capitalized terms used but not defined in this Bond have the meaning assigned to them in the Resolution (defined below).

This Bond is part of an issue of Revenue Refunding Bonds, Series 2016 of the District (the “Bonds”). The Bonds have been issued pursuant to, under the authority of, and in full conformity with, the State Constitution and the District’s Service Plan, the laws of the State, including, in particular, the Special District and the Supplemental Act, and pursuant to a resolution (the “Resolution”) adopted by the Board of Directors of the District on December 8, 2016. Pursuant to Section 11-57-210 of the Supplemental Act, this Bond is issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Bond after its delivery for value. THE RESOLUTION CONSTITUTES THE CONTRACT BETWEEN THE REGISTERED OWNER OF THIS BOND AND THE DISTRICT. THIS BOND IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE RESOLUTION, WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND.

Optional Redemption. The Bonds are subject to redemption prior to maturity at the option of the District, in whole or in integral multiples of $5,000, on any date after the issuance thereof, at a redemption price equal to the par amount thereof (with no redemption premium) plus accrued interest to the redemption date.

Mandatory Redemption.

The Bonds are subject to mandatory sinking fund redemption, prior to maturity, in part, by lot in such manner as the District shall determine, on December 1 of each year set forth below, upon payment of par and accrued interest, without redemption premium, in the amounts set forth below:

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Year of Redemption (December 1) Redemption Amount

2017 $30,000 2018 35,000 2019 45,000 2020 50,000 2021 60,000 2022 65,000 2023 70,000 2024 80,000 2025 85,000 2026 90,000 2027 100,000 2028 105,000 2029 110,000 2030 120,000 2031 125,000 2032 135,000 2033 145,000 2034 155,000 2035 165,000 2036 175,000 2037 185,000 2038 195,000 2039 205,000

2040* 220,000 ___________________ 1 Final maturity, not a sinking fund redemption.

Except as set forth above, notice of any redemption of Bonds shall be given by the Paying Agent by sending a copy of such notice by first-class, postage prepaid mail, not less than 30 days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any Bond shall have been duly called for redemption and if, on or before the redemption date, there shall have been deposited with the Paying Agent in accordance with this Resolution funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.

The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds shall be recorded. The person in whose name this Bond shall be registered on such registration books shall be deemed to be the absolute owner hereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the District nor the Paying

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Agent shall be affected by any notice or other information to the contrary. Subject to the limitations of the Bond Resolution, this Bond may be transferred or exchanged at the principal office of the Paying Agent for a like aggregate principal amount of Bonds of other authorized denominations of the same of the same type, maturity and interest rate, upon payment by the transferee of a transfer fee, any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of printing bonds in connection therewith. Notwithstanding any other provision of the Resolution, the paying Agent shall not be required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part between the Business Day immediately preceding the mailing of the notice of redemption and the redemption date or (b) between the Record Date for any Interest Payment Date and such Interest Payment Date.

The Resolution may be amended or supplemented from time to time with or without the consent of the registered owners of the Bonds as provided in the Resolution.

It is hereby certified that all conditions, acts and things required by the State Constitution, the Service Plan, the Acts, and the adoption of the Resolution by the District, to exist, to happen and to be performed, precedent to and in the issuance of this Bond, exist, have happened and have been performed, and that neither this Bond nor the other Bonds exceed any limitations prescribed by the Constitution, the Service Plan, the Acts, or the Resolutions of the District.

This Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon.

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IN WITNESS WHEREOF, the District has caused this Bond to be executed with the manual signature of its President and attested by the manual signature of the Secretary and has caused the manual or facsimile seal of the District to be impressed or imprinted hereon, all as of the date set forth above.

[SEAL] VISTA RIDGE METROPOLITAN DISTRICT By President

Attest: By

Secretary or Assistant Secretary

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Resolution.

Dated: _________________ UMB Bank, n.a., as Paying Agent

By _______________________________ Authorized Signatory

ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

(Please print or typewrite name and address of Transferee) (Tax Identification or Social Security No.)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ____________________

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges.

TRANSFER FEE MAY BE REQUIRED

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APPENDIX B

FORM OF PROMISSORY NOTE

THIS NOTE IS ISSUED EXCLUSIVELY TO AN ACCREDITED INVESTOR. THE REGISTERED OWNER HEREOF (THE "NOTEHOLDER"), BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE DISTRICT THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED OTHER THAN TO A PERSON WHOM THE SELLER BELIEVES IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4) (2) OF THE FEDERAL "SECURITIES ACT OF 1933" BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION. THE NOTEHOLDER HEREOF FURTHER AGREES FOR THE BENEFIT OF THE DISTRICT THAT IT WILL NOTIFY ANY PURCHASER HEREOF OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. ANY NOTEHOLDER OF THIS NOTE AGREES THAT IT WILL NOTIFY THE TRUSTEE OF ANY TRANSFER BY IT OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN AND THAT IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATES AND ANY OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE NOTEHOLDER HEREOF, BY PURCHASING THIS NOTE REPRESENTS AND AGREES FOR THE BENEFIT OF THE DISTRICT THAT IT IS AN ACCREDITED INVESTOR, AND THAT IT IS HOLDING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.

UNITED STATES OF AMERICA STATE OF COLORADO

COUNTY OF WELD

VISTA RIDGE METROPOLITAN DISTRICT PROMISSORY NOTE

SERIES 2016

PRINCIPAL AMOUNT MATURITY DATE DATED AS OF

$1,000,000 December ___, 2018 December ___ 2016

On the faith, credit and behalf of Vista Ridge Metropolitan District (the "District"), in Weld County, in the State of Colorado, the Board of Directors of the District (the "Board of Directors") hereby acknowledges that the District is indebted and promises to pay to __________________________________ ("Owner") ONE MILLION AND NO/100 DOLLARS ($1,000,000). This Promissory Note does not bear interest.

Payment of the principal amount hereof shall be made by the District to the Owner at its address specified above solely from annually appropriated amounts as described in the Resolution (defined below).

The District may prepay from cash or proceeds of bonds or other indebtedness of the District, the Principal Amount outstanding under this Note, in whole or in part, at any time

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without premium or penalty. All prepayments shall be accompanied by payment of accrued and unpaid interest on the Principal Amount so prepaid, to the date of such prepayment.

THIS NOTE IS A CURRENT BORROWING, DOES NOT CONSTITUTE BONDED DEBT, AND DOES NOT REPRESENT A MULTIPLE FISCAL YEAR FINANCIAL OBLIGATION OF THE DISTRICT WITHIN THE MEANING OF ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION.

This Note is issued pursuant to a resolution of the Board of Directors adopted on December 8, 2016 (the " Resolution").

The principal amount of this Note shall be payable either to the Owner at its address as specified above or at the principal office of the District, upon presentation and surrender of this Note. Payment of interest on this Note shall be paid by check mailed on the Interest Payment Date to the Registered Owner hereof.

This Note constitutes an annual appropriation obligation of the District and is payable solely from the moneys as described in the Resolution.

This Note is issued by the District, upon its behalf and upon the credit thereof, for the purpose as set forth in the Resolution, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado. This Note is also issued pursuant to portions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of this Note after its delivery for value.

Neither the Board of Directors of the District, nor any person executing this Note, shall be personally liable hereon or be subject to any personal liability or accountability by reason of the issuance hereof.

This Note shall be construed in accordance with the laws of the State of Colorado. Any action for interpretation or enforcement of this Note shall be commenced in the District Court for the County of Weld, State of Colorado, and the District hereby irrevocably consents to the jurisdiction and venue thereof.

IN WITNESS WHEREOF, the Board of Directors of Vista Ridge Metropolitan District, Weld County, Colorado, has caused this Note to be signed and executed on behalf of the District by the manual signature of its Chairman and to be subscribed and attested with the manual signature of its Secretary with a manual impression of the seal of the District affixed hereto, as of the date specified above.

VISTA RIDGE METROPOLITAN DISTRICT (Manual Signature) Chairman of the Board of Directors and President Vista Ridge Metropolitan District

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(MANUAL OR FACSIMILE SEAL)

Attest: (Manual Signature) Secretary, Board of Directors Vista Ridge Metropolitan District

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