PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of the [DATE], by and between [COMPANY], a [STATE] limited liability company (“Pledgor”), and [COMPANY], a national banking association (“Bank”).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Pledgor, [INDIVIDUAL], a [STATE] resident (“[INDIVIDUAL]”) (hereinafter Pledgor and [INDIVIDUAL] are collectively referred to as the “Borrowers”), [INDIVIDUAL], a [STATE] resident (“Guarantor”) and Bank have entered into a Loan Agreement of even date herewith (as amended, supplemented, or otherwise modified from time to time, the “Loan Agreement”), and pursuant to the terms of the Loan Agreement, the Borrowers have executed and delivered to Bank or, as applicable, will execute and deliver to the Bank, a promissory note in the principal amount of [AMOUNT] and No/100ths Dollars ([AMOUNT]), (the “Term Note”); and

WHEREAS, Pledgor is the owner of one (1) share of capital stock (the “[COMPANY] Stock”) of [COMPANY], a [STATE] mutual ditch company ( “[COMPANY]”); and

WHEREAS, Pledgor is the owner of five and one-third (5 ⅓) shares of capital stock (the “[COMPANY] Stock”) in [COMPANY] (“[COMPANY]”); and

WHEREAS, Pledgor is the owner of twelve (12) shares of capital stock (the “[COMPANY] Stock”) in [COMPANY] (“[COMPANY]”) (hereinafter, the [STOCK], the [STOCK], and the [STOCK] are collectively referred to as the “Stock”); and

WHEREAS, under the Loan Agreement, it is a condition precedent to Bank making any disbursement under the Term Note that Pledgor execute and deliver to Bank this Agreement; and

WHEREAS, Pledgor has agreed to grant a Security Interest (as hereinafter defined) in the Collateral (as hereinafter defined) to Bank to secure the Obligations, as defined in the Loan Agreement, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above premises and the covenants contained herein, Pledgor and Bank agree as follows:

1. Definitions. All capitalized terms used in this Agreement, including its preamble and recitals, and not otherwise defined herein, shall have the meaning ascribed to them in the Loan Agreement. Unless otherwise defined herein or in the Loan Agreement, or the context otherwise requires, and whether or not capitalized, terms for which meanings are provided in the Uniform Commercial Code, as in effect from time to time in the State of [STATE], are used in this Agreement with such meaning.

2. Security Interest in Collateral. To secure the prompt payment of all of the Obligations, Pledgor hereby GRANTS, PLEDGES, ASSIGNS, and HYPOTHECATES to the Bank a security interest (the “Security Interest”) in the Stock, any and all contract rights relating thereto, and all additions and substitutions related thereto, and all proceeds thereof (both cash and non-cash) arising from the sale, or other disposition thereof (collectively, the “Collateral”). Upon execution of this Agreement, Pledgor shall deliver to Bank the original certificates representing the Stock and either a Collateral Stock Transfer and Assignment Powers duly executed by Pledgor in forms reasonably acceptable to Bank or such certificates duly executed for transfer in blank. To the extent Bank is currently in possession of any stock certificate representing the Stock, Pledgor authorizes Bank to attach the respective executed Collateral Stock Transfer and Assignment Power to the original thereof. If, at any time, Pledgor subsequently obtains possession of any certificate or instrument constituting or representing any of the Collateral or any other ownership interest in [ENTITY], [ENTITY] or [ENTITY], Pledgor shall deliver such certificate or instrument to Bank forthwith, together with a Collateral Stock Transfer and Assignment Power duly executed by Pledgor in form reasonably acceptable to Bank relating thereto. Upon execution of this Agreement, Pledgor authorizes Bank to file a financing statement with the Secretary of State of the State of [STATE] to indicate the Security Interest. Further, Pledgor agrees to take any other action reasonably requested by Bank to insure the attachment, perfection and first priority of, and the ability of Bank to enforce, the Security Interest in any and all of the Collateral.