Exhibit 10.3[Execution Version] EXCHANGE AGREEMENT among TR Capital Partners, LLC, Two Rivers Water & Farms Company and Holders Named in Schedule 1 Dated as of January 31, 2014 Table of Contents

(a) .  Any Person becoming a Preferred Member under the LLC Agreement at any time shall contemporaneously execute a Joinder Agreement and deliver it to the Company and Parent.  The Board of Managers of the Company shall maintain a schedule (the “Holder Schedule”) setting forth the name and address of each Preferred Holder and each Exchange Holder and such other information as the Board may determine to be desirable.  The Company shall update the Holder Schedule upon the issuance, Transfer or exchange of any Preferred Units or Registrable Securities, including the Transfer of Preferred Units to Parent pursuant to Article III.  A copy of the Holder Schedule as of the date of this Agreement is attached as Schedule 1.  Thereafter, the Board of Managers of the Company shall promptly amend the Holder Schedule to reflect such Person’s status as a Preferred Holder or Exchange Holder for purposes of this Agreement.

Section 2.02. Change to Exchange Holder Status.  If a Person that is a Preferred Holder tenders a Preferred Unit in exchange for the Exchange Package in accordance with this Agreement, then upon the effectiveness of such exchange as provided in Article III, such Person thereafter (a) shall constitute a Exchange Holder hereunder with respect to the Registrable Securities included in such Exchange Package and (b) shall no longer constitute a Preferred Holder with respect to such tendered Preferred Unit (although such Person shall continue to be a Preferred Holder with respect to any other Preferred Units that remain outstanding).  Following such an exchange, the Board of Managers of the Company shall promptly amend the Holder Schedule to reflect such Person’s change in status for purposes of this Agreement.

Section 3.01. Optional Exchanges.  Unless prohibited by Applicable Law, a Preferred Holder may, at its option, exchange 5,000 or more Preferred Units (or, if less, all of the Preferred Units owned by such Preferred Holder), at any time and from time to time, for the Exchange Package with respect to such Preferred Shares.  Before any Preferred Holder shall be entitled to exchange Preferred Units for the Exchange Package, such Preferred Holder shall tender the certificate or certificates therefor, duly endorsed (or, if such Preferred Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the principal office of Parent, and shall give written notice to Parent at its principal office of the election to exchange such Preferred Units.  Preferred Unit certificates tendered for exchange shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Preferred Holder or its attorney duly authorized in writing.  Effective as of 5 p.m., Mountain time, on the date of receipt by Parent of such certificates (or lost certificate affidavit and agreement) and such notice, (a) the tendered Preferred Units shall be deemed to have been exchanged for their Exchange Package, and all rights with respect to such Preferred Units, including the rights to receive any Distribution, will be Transferred to Parent, other than the rights of the tendering Preferred Holder to receive the Exchange Package with respect thereto, and (b) the Parent Shares and Parent Warrant included in the Exchange Package for such Preferred Units shall be deemed to be outstanding of record.  Parent shall, as soon as practicable thereafter deliver to such Preferred Holder a certificate representing the Parent Shares, together with the Parent Warrant and any cash payment included in the Exchange Package.

(d) Within two days after the effective date of the Exchange Registration Statement, the Company shall deliver to each of the Preferred Holders a written notice (a “Mandatory Exchange Notice”) confirming that the Exchange Registration Statement has been declared effective and specifying the Mandatory Exchange Date (determined in accordance with the requirements of Section 3.02(a)(iv)).  In the event the Exchange Registration Statement is not declared effective for any reason, the Company instead shall notify the Preferred Holders that the mandatory exchange contemplated by the Preliminary Exchange Notice will not be completed.

(e) On the Mandatory Exchange Date, effective as of 5 p.m., Mountain time, the Preferred Holders shall exchange all of the then-outstanding Preferred Units for Exchange Packages.  On or before the Mandatory Exchange Date, each Preferred Holder shall tender the certificate or certificates therefor, duly endorsed (or, if such Preferred Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), to Parent, in the manner and at the place designated in the Mandatory Exchange Notice, and thereupon the Exchange Package for such Preferred Units shall be deliverable and payable to the order of such Preferred Holder.  If the Mandatory Exchange Notice shall have been duly given, and if on the Mandatory Exchange Date the Exchange Package for Preferred Units is, to the extent then due, delivered, paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then effective as of 5 p.m., Mountain time, and notwithstanding that any certificates evidencing any of such Preferred Units shall not have been tendered, such Preferred Units shall be deemed to have been exchanged for their Exchange Package, and all rights with respect to such Preferred Units, including the rights to receive any Distribution, will accrue to the benefit of Parent, other than the rights of the tendering Preferred Holder to receive the Exchange Package with respect thereto.

(f) Parent shall use its commercially reasonable efforts to keep the Exchange Registration Statement effective for a period of up to six months or, if earlier, until the distribution contemplated in the Exchange Registration Statement has been completed; provided that in the case of any registration of Registrable Securities on Form S-3, such six-month period shall be extended for up to ninety days, if necessary, to keep the Exchange Registration Statement effective until all such Registrable Securities are sold.  Further, the provisions of Sections 4.02(b) through (g) and Sections 4.03 through 4.06 with respect to a registration statement under Section 4.01 shall apply with respect to the Exchange Registration Statement as if, for these purposes, each reference therein to an Exchange Holder instead were to a Preferred Holder whose Registrable Securities are included in the Exchange Registration Statement.

(b) The number of Parent Shares included in the Exchange Package and the number of Parent Shares subject to a Parent Warrant included in the Exchange Package shall be subject to equitable adjustment by the Board of Managers of the Company in the event of any change that is made in, or other events that occur with respect to, either Preferred Units or Parent Shares without receipt of consideration by the Company or Parent, respectively, through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction.

(c) Notwithstanding the foregoing, no fractional Parent Shares shall be issued in connection with any exchange of Preferred Units and no Parent Warrant shall be issued for fractional Parent Shares.  If the total number of Parent Shares calculated to be issued pursuant to Section 3.03(a)(i) with respect to all of the Preferred Units being exchanged by a Preferred Holder is not a whole number, the Company shall pay in cash the fair market value of any fractional Parent Share promptly following the exchange.  If the total number of Parent Shares calculated to be subject to a Parent Warrant pursuant to Section 3.03(a)(ii) with respect to all of the Preferred Units being exchanged by a Preferred Holder is not a whole number, the Company shall pay in cash the fair market value of any fractional Parent Share, net of the related fractional exercise price, promptly following the exchange.

Section 3.04. Authorized Shares.  Parent covenants that, during the period that any Preferred Unit or Parent Warrant is outstanding, it will reserve from its authorized and unissued capital stock a sufficient number of Parent Shares to provide for (a) the issuance of Parent Shares upon exchanges of outstanding Preferred Units and (b) the issuance of Parent Shares upon exercises of outstanding Parent Warrants and any additional Parent Warrants issuable upon exchanges of outstanding Preferred Units.  Parent will take all such reasonable action as may be necessary to assure that Parent Shares may be issued as contemplated hereby without violation of any Applicable Law or of any requirements of any National Exchange upon which Parent Shares may be listed.

Section 3.05. Amendment.  No provision of this Article III may be amended or modified except by an instrument in writing executed by the Company, Parent and Preferred Holders holding two-thirds of the then-outstanding Preferred Units.  Any such written amendment or modification will be binding upon the Company, Parent, and each Preferred Holder and each Exchange Holder; provided that any such amendment or modification altering the rights or obligations of any Preferred Holder in a manner that is disproportionately adverse to such Preferred Holder relative to the rights of other Preferred Holders shall be effective only with the consent of that Preferred Holder.  Notwithstanding the foregoing, (a) amendments to the Holder Schedule following any issuance, Transfer or exchange of Preferred Units in accordance with the LLC Agreement and this Agreement may be made by the Board of Managers of the Company without the consent of, or other action by, any of the Preferred Holders or Exchange Holders and (b) after the initial filing of the Exchange Registration Statement, Section 3.02(f) may be amended or modified by an instrument in writing executed by the Company, Parent and Preferred Holders holding two-thirds of the Registrable Securities covered by the Exchange Registration Statement.

upon any exchange of a Preferred Unit by a Preferred Holder pursuant to Section 3.01 shall be limited to the extent necessary to ensure that, following such exchange, the total number of Parent Shares then beneficially owned by such Preferred Holder, its affiliates and any other Persons whose beneficial ownership of Parent Shares would be aggregated with such Preferred Holder's for purposes of Section 13(d) of the Exchange Act does not exceed 9.999% (the “Maximum Percentage”) of the total number of issued and outstanding Parent Shares (including for such purpose Parent Shares issuable as part of the Exchange Package for such exchange or issuable upon exercise of a Parent Warrant issuable as part of such Exchange Package).  Each tender by a Preferred Holder of a Preferred Unit for exchange pursuant to Section 3.01 will constitute a representation by such Preferred Holder that it has evaluated the limitation set forth in this Section 3.06(a) and determined that the issuance of the Exchange Package for such Preferred Unit is permitted under this Section 3.06(a).

(b) Notwithstanding anything to the contrary contained herein, all or a portion of a Preferred Holder’s Preferred Units shall not be subject to exchange pursuant to a Preliminary Exchange Notice and Mandatory Exchange Notice delivered pursuant to Section 3.02 if the Preferred Holder thereof delivers to Parent, no later than the tenth day after such Preliminary Exchange Notice is given, a written representation letter to the effect that it has evaluated the terms of this Section 3.06(b) and determined that the issuance of the Exchange Package for such Preferred Units would result in the total number of Parent Shares then beneficially owned by such Preferred Holder, its affiliates and any other Persons whose beneficial ownership of Parent Shares would be aggregated with such Preferred Holder's for purposes of Section 13(d) of the Exchange Act to exceed the Maximum Percentage of the total number of issued and outstanding Parent Shares (including for such purpose Parent Shares issuable as part of the Exchange Packages to Preferred Holders for such exchange or issuable upon exercise of Parent Warrants issuable as part of such Exchange Packages).  For purposes of clarity, it is the intent of this Section 3.06(b) that a portion of such Preferred Holder’s Preferred Units would be subject to exchange pursuant to a Preliminary Exchange Notice and Mandatory Exchange Notice delivered pursuant to Section 3.02 if, and to the extent that, such exchange would not result in such Preferred Holder’s beneficial ownership of Parent Stock (determined as aforesaid) exceeding the Maximum Percentage.  In the event that, as the result of this Section 3.06(b), one or more Preferred Holders are unable to exchange Preferred Units in connection with an exchange pursuant to Section 3.02, (i) the Company and Parent shall complete the exchange with respect to other Preferred Units in accordance with the Preliminary Exchange Notice and Mandatory Exchange Notice with respect thereto and (ii) each Preferred Unit not required to be exchanged as a result of the provisions of this Section 3.06(b) instead shall be exchanged, without regard to Section 3.06(a), in accordance with provisions of Section 3.02(e) as of the date that is one year after the Mandatory Redemption Date set forth in such Mandatory Exchange Notice.

(c) By written notice to the Company and Parent, any Preferred Holder may waive the provisions of Section 3.06(a) or (b) or may increase the Maximum Percentage to any other percentage specified in such notice, but any such waiver or increase will not be effective until the sixty-first day after such notice is delivered to the Company and Parent and will apply only to such Preferred Holder and not to any other Preferred Holder.  Notwithstanding any other provision hereof, this Section 3.06 may not be amended as to a Preferred Holder without the written consent of such Preferred Holder.

(e) For purposes of this Section 3.06, in determining the number of outstanding Parent Shares, a Preferred Holder may rely on the number of outstanding Parent Shares as reflected in (i) Parent’s most recent Form 10-Q, Form 10-K or other public filing with the Securities and Exchange Commission, (ii) a more recent public announcement by Parent, or (iii) any other notice by Parent (or the transfer agent for Parent Shares) setting forth the number of Parent Shares outstanding.  Upon the written request of any Preferred Holder, Parent shall promptly, but in no even later than one trading day following the receipt of such notice, confirm in writing to such Preferred Holder the number of Parent Shares then outstanding.

(a) If, at any time, Parent receives a request from Exchange Holders holding at least 1,450,000 Registrable Securities then outstanding that Parent file a registration statement covering the potential sale of all or a portion of the Registrable Securities then outstanding to be offered on a continuous or delayed (non-underwritten) basis, then Parent shall:  (i) within five days after the date such request is given, give notice thereof (a “Demand Notice”) to all Exchange Holders other than the Initiating Exchange Holders and all Preferred Holders; and (ii) as soon as practicable, and in any event within sixty days (or, if Parent is then eligible to register the Registrable Securities on Form S-3, thirty days) after the date such request is given by the Initiating Exchange Holders, use its commercially reasonable efforts to file and make effective under the Securities Act such registration statement covering all Registrable Securities that the Initiating Exchange Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Exchange Holders (including any Preferred Holders that exchange Preferred Units for the Exchange Package within ten days of the date the Demand Notice is given), as specified by notice given by each such Exchange Holder to Parent within ten days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.02 and 4.04.

(b) Notwithstanding the foregoing obligations, if Parent furnishes to Exchange Holders requesting a registration pursuant to this Section 4.01 a certificate signed by Parent’s chief executive officer stating that in the good faith judgment of the board of directors of Parent it would be materially detrimental to Parent and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving Parent, (ii) require premature disclosure of material information that Parent has a bona fide business purpose for preserving as confidential, or (iii) render Parent unable to comply with requirements under the Securities Act or Exchange Act, then Parent shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty days after the request of the Initiating Exchange Holders is given; provided that Parent shall not invoke this right more than once and shall not register any securities for its own account or that of any other stockholder during such sixty-day period other than (A) a registration relating to the sale of securities to employees of Parent or a subsidiary pursuant to an equity incentive, equity purchase or similar plan; (B) a registration relating to a transaction in accordance with Rule 145 under the Securities Act; (C) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (D) a registration in which the only Parent Shares being registered are Parent Shares issuable upon conversion of debt securities that are also being registered.

(a) To the extent permitted by law, Parent will indemnify and hold harmless each selling Exchange Holder, and the general and limited partners, members, officers, directors, fiduciaries, and members of each such Exchange Holder and each other Person, if any, who controls such Exchange Holder, any underwriter (as defined in the Securities Act) for each such Exchange Holder, and each Person, if any, that controls such Exchange Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and Parent will pay to each such Exchange Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding from which Damages may result, as such expenses are incurred; provided that the indemnity agreement contained in this Section 4.06(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of Parent, which consent shall not be unreasonably withheld or delayed, nor shall Parent be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Exchange Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Exchange Holder, severally and not jointly, will indemnify and hold harmless Parent, and each of its managing members, each of its officers that has signed the registration statement and each Person (if any) that controls Parent within the meaning of the Securities Act, any underwriter (as defined in the Securities Act), any other Exchange Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Exchange Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Exchange Holder expressly for use in connection with such registration; and each such selling Exchange Holder will pay to Parent and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding from which Damages may result, as such expenses are incurred; provided that (i) the indemnity agreement contained in this Section 4.06(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Exchange Holder, which consent shall not be unreasonably withheld or delayed and (ii) in no event shall the aggregate amounts payable by any Exchange Holder by way of indemnity or contribution under this Section 4.06(b) and Section 4.06(d) exceed the proceeds from the offering received by such Exchange Holder (net of any Selling Expenses paid by such Exchange Holder), except in the case of fraud by such Exchange Holder.

(c) Promptly after receipt by an indemnified party under this Section 4.06 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.06, give the indemnifying party notice of the commencement thereof.  The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such indemnified party and any other party represented by such counsel in such action.  The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 4.06, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action.  The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.06.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 4.06 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 4.06(d) provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 4.06(d), then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided that, in any such case, (x) no Exchange Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Exchange Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Exchange Holder’s liability pursuant to this Section 4.06(d), when combined with the amounts paid or payable by such Exchange Holder pursuant to Section 4.06(b), exceed the proceeds from the offering received by such Exchange Holder (net of any Selling Expenses paid by such Exchange Holder), except in the case of fraud by such Exchange Holder.

Section 4.07. Amendment.  No provision of this Article IV may be amended or modified except by an instrument in writing executed by Parent and (a) if such amendment or modification relates solely to a registration pursuant to Section 4.01 and at least ten days have elapsed since the date on which a Demand Notice was provided, the Exchange Holders of two-thirds of the Registrable Securities to be included in such registration or (b) otherwise, Exchange Holders of two-thirds of the Registrable Securities then outstanding and the then-outstanding Preferred Units, voting together as a single class on an as-exchanged basis (as if outstanding Preferred Units were exchanged pursuant to Article III as of the date of such consent).  Any such written amendment or modification will be binding upon the Company, Parent, and each Preferred Holder and each Exchange Holder; provided that any such amendment or modification altering the rights or obligations of any Preferred Holder or Exchange Holder in a manner that is disproportionately adverse to such Preferred Holder or Exchange Holder relative to the rights of other Preferred Holders and Exchange Holders shall be effective only with the consent of that Preferred Holder or Exchange Holder.  Notwithstanding the foregoing, amendments to the Holder Schedule following any issuance, Transfer or exchange of Preferred Units in accordance with the LLC Agreement and this Agreement may be made by the Board of Managers of the Company without the consent of, or other action by, any of the Preferred Holders or Exchange Holders.

(b) Except as provided in Section 5.01(a), all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:  (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next day (other than a Saturday, Sunday or other day on which commercial banks in the City of Denver are authorized or required to close) if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.01):

Section 5.02. Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 5.04. Assignment.  The rights and obligations of Exchange Holders under Article IV may not be assigned, by operation of law or otherwise, without the prior written approval of the Company and Parent, provided that (a) such rights and obligations may be assigned by operation of law upon the death of a Exchange Holder who is an individual and (b) nothing in this Section 5.04 shall limit in any manner the rights of a Preferred Holder to assign or Transfer Preferred Units in accordance with the LLC Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors and administrators and their permitted successors and assigns.

Section 5.06. Amendment.  Except as otherwise provided in Section 3.05 or 4.07, no provision of this Agreement may be amended or modified except by an instrument in writing executed by (a) the Company, (b) Parent and (c) Preferred Holders and Exchange Holders of two-thirds of the Registrable Securities then outstanding on an as-exchanged basis (as if outstanding Preferred Units were exchanged pursuant to Article III as of the date of such amendment or modification).  Any such written amendment or modification will be binding upon the Company, Parent, and each Preferred Holder and each Exchange Holder; provided that an amendment or modification altering the rights or obligations of any Preferred Holder or Exchange Holder in a manner that is disproportionately adverse to such Preferred Holder or Exchange Holder relative to the rights of other Preferred Holders or Exchange Holders, as the case may be, shall be effective only with the consent of that Preferred Holder or Exchange Holder.  Notwithstanding the foregoing, amendments to the Holder Schedule following any issuance, Transfer or exchange of Preferred Units in accordance with the LLC Agreement and this Agreement may be made by the Board of Managers of the Company without the consent of, or other action by, any of the Preferred Holders or Exchange Holders.

Section 5.07. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.  No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  For the avoidance of doubt, nothing contained in this Section 5.07 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 5.12.

Section 5.08. Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Colorado.

Section 5.09. Submission to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Colorado or in the Court of Chancery of the State of Colorado (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Colorado), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Colorado.  Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form.  Service of process, summons, notice or other document by registered mail to the address set forth in Section 5.01 shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 5.10. Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 5.11. Equitable Remedies.  Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).