Exhibit 10.8 Acquisition of Dionisio Farms and Produce, LLC MASTER AGREEMENT

A.  

From and after the Effective Date, Buyer shall be afforded one hundred ten (110) days to determine whether Buyer shall proceed to close the Transaction on or prior to July 31, 2012.  Not later than July 20, 2012, Buyer shall give Seller written notice of whether Buyer intends to close the Transaction.  During this due diligence/inspection period the Buyer and/or Buyer’s agent(s) shall be entitled to inspect and be satisfied with all aspects of DPF, R&S, the Land, the Leased Premises, the Water Rights, the Produce Contracts, the Warehouse and the Home.  During the due diligence/inspection period, Seller shall cooperate in a commercially reasonable manner with Buyer’s inspection.

Phase I Environmental Study.  Buyer may, at Buyer’s expense, perform a Phase I Environmental Study as part of Buyer’s due diligence.  Buyer may terminate this Agreement based upon the results of the study, the right to terminate being in the sole and subjective discretion of the Buyer.  If Buyer elects to terminate this Agreement due to the results of the Phase I Environmental study, Buyer shall provide written notice of the termination to Seller no later than two (2) weeks after Buyer’s receipt of the study.  In the event Buyer terminates this Agreement, the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

C.  

Buyer shall be under no obligation to complete the Transaction after or during the due diligence period.  If at any point during the due diligence period, Buyer determines, in Buyer’s sole discretion, that the Transaction is not in Buyer’s best interests for whatever reason, Buyer may terminate this Agreement upon written notice to Seller.  In the event Buyer terminates this Agreement, the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

Closing.  If Buyer elects to proceed with the Transaction, the Parties shall mutually agree upon a time and place for closing (“Closing”).

Expense List.  Upon the Effective Date, Seller shall provide to Buyer a specific accounting of the expenses Seller has incurred in support of the 2012 crop season from inception of the season to the Effective Date (“Expense List”).  Such expenses represent all farm input expenses including, without limitation, fertilizer and seed costs, labor costs (specifically excluding Dionisio’s salary), feed and fuel costs and the like (hereinafter collectively “Expenses”).   Upon Closing, if any, Buyer shall reimburse Seller for the aggregate amount of Expenses contained on the Expense List.  If Buyer timely terminates this Agreement, Buyer shall have no obligation to reimburse Seller for the Expense List.

Invoices. Following the Effective Date, Seller shall submit to Buyer, Seller’s business invoices, as such invoices come due for payment (“Invoices”).  Said Invoices represent Seller’s farm input Expenses incurred after the Effective Date.  Buyer shall timely pay said Invoices directly to the supplier and/or creditor.  Buyer agrees to pay a maximum of $400,000.00 in Invoices as part of this Transaction.  Buyer’s payment of the Invoices shall be in Buyer’s sole and subjective discretion.

Deed of Trust and Security Agreement.  Seller hereby grants to Buyer, a senior security interest in and to Seller’s 2012 crop revenue (gross revenue from crops currently being planted) on the Land and the Leased Premises (“Crops”) as security for repayment of Buyer’s “Secured Payments” in the event Buyer timely terminates this Agreement.  Secured Payments are defined as follows:  The aggregate sum of Invoices paid on Seller’s behalf, not to exceed $400,000.00, plus the sum of all amounts paid to Dionisio representing his salary in addition to employment costs as set forth below in Section V. A., at the time of termination of this Agreement.  Amounts incurred by Seller as a result of Dionisio’s employment with TRF shall also be included in the Secured Payments calculations.  The Secured Payments shall accrue interest at the rate of 6% per annum.  More specifically, if Buyer timely terminates this Agreement on or before the expiration of the due diligence period, Buyer shall be entitled to reimbursement of Buyer’s Secured Payments plus interest at the rate of six percent (6%) per annum upon the sale of the Crops.   Attached hereto and incorporated by reference herein as Exhibit A is the Deed of Trust granted by Seller in favor of Buyer which encumbers the Land and the Leased Premises (“Junior Deed of Trust”).  The Junior Deed of Trust also constitutes Buyer’s security agreement in Seller’s Crops.  If Closing occurs, the Crops shall become the unencumbered property of Buyer and Seller shall not be obligated to reimburse Buyer for the Secured Payments.  In the event Buyer terminates this Agreement on or before expiration of the due diligence period, Buyer’s right to Seller’s Crop revenue, shall be exercised.  If the proceeds from Seller’s Crop revenue are insufficient to satisfy the amounts due and owing to Buyer, Buyer may exercise any and all remedies at law or in equity available to Buyer by virtue of the Junior Deed of Trust, including without limitation, a public trustee foreclosure.  If Buyer and Seller proceed with Closing the Transaction, the Junior Deed of Trust shall be released by Buyer.  The Junior Deed of Trust shall be recorded in the records of the Pueblo County Clerk and Recorder.

Lien Subordination Agreement.  The Bank, by execution of the Lien Subordination Agreement attached hereto and incorporated by reference herein as Exhibit B, hereby agrees to subordinate the Bank’s lien on Seller’s Crops as of the Effective Date to that of Buyer.  Therefore, the Bank’s security interest in the Crops shall be junior to Buyer’s security interest.  The Lien Subordination Agreement shall be recorded in the records of the Pueblo County Clerk and Recorder’s office.  In the Lien Subordination Agreement the Bank shall warrant that the execution and recordation of the Junior Deed of Trust and Lien Subordination Agreement shall not constitute a default and/or violation of the Bank’s Senior Deeds of Trust despite the express language to the contrary in the Bank’s Senior Deeds of Trust.

I.  

Seller shall execute the necessary documents to perfect Buyer’s security interest in Seller’s Crop revenue, including without limitation, a UCC financing statement.

J.  

Buyer may inspect the share certificates representing ownership of the Water Rights during the due diligence period.  If Buyer finds any condition of said shares to be unsatisfactory, Buyer may terminate this Agreement and the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

Contingency.  Seller understands and acknowledges that this Agreement is expressly contingent upon Buyer’s ability to obtain favorable financing from the Bank in order for Buyer to proceed with the Transaction.   The decision of whether the terms of such financing are favorable is in the sole and subjective discretion of Buyer.   If Buyer cannot obtain favorable financing, Buyer shall notify Seller of Buyer’s intent to terminate this Agreement and the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

A.  

1.  

Buyer shall purchase the Land from Seller by execution of the contracts for the purchase of real estate attached hereto and incorporated by reference herein as Exhibits C1 and C2.  Each and every term and provision contained in the attached real estate contracts is incorporated into this Agreement as though fully set forth herein.  If there is conflicting language between Exhibits C1 and C2 and this Agreement, the terms of this Agreement shall prevail.

2.  

The Land consists of 146.4 farmable acres and is made up of the following five (5) parcel numbers: 1310000012, 1310000013, 1310000005, 1302000038, 1302000037.  The Land is more specifically described on the corresponding Exhibits C1 and C2.  Buyer’s purchase of the Land includes, without limitation all the improvements, structures, irrigation systems, and wells located and/or affixed to the Land.

3.  

R&S warrants that it has marketable title to the Land and the Land is free of all liens and encumbrances, except the Bank’s two (2) Senior Deeds of Trust.  Seller shall provide, at Seller’s expense, a title commitment insuring Buyer’s interest in title to said Land pursuant to the terms and conditions of the attached Exhibits C1 and C2.  Seller warrants that the Bank’s Senior Deeds of Trust shall be paid in full at closing and released. Seller further warrants that any and all encumbrances against the Land and the Leased Premises shall be paid in full with the proceeds from the purchase price from this Transaction.

Leased Premises.  TRF shall also lease the Leased Premises (4 parcels) from R&S upon the following terms and conditions:

Farmable Acreage.  The Leased Premises consists of the farmable acreage on the following parcels: Parcel # 1303000019, Parcel # 1303000012, Parcel #131000023, and Parcel #1310000031 with the applicable water rights associated with said parcels.  Buyer shall lease the Leased Premises (82.3 farmable acres) for $150 per irrigated acre per year, payable in monthly installments. Buyer shall also be responsible for the applicable well fees and ditch assessments on the Leased Premises.  The initial lease term shall be fifteen (15) years.  Buyer’s payments made in connection with the Leased Premises shall be in addition to the Purchase Price below. Buyer’s lease of the farmable acreage is represented in the attached Exhibit D1, which is incorporated by reference herein.

Warehouse. Buyer shall also lease from Seller, the Warehouse situated on Parcel # 1303000019 upon the terms and conditions set forth in the attached Commercial Lease which is incorporated by reference herein as Exhibit D2.  If Seller has any tenants occupying residences on the Leased Premises, Seller agrees that Buyer shall not be liable to said Tenants for any claims, actions, inactions, negligence, or willful misconduct of Seller and Seller shall retain all liability to the Tenants for claims, actions, inactions, negligence or willful misconduct.

Right of First Refusal.  If Seller intends to sell any part of the Leased Premises and/or the water rights accompanying the parcels comprising the Leased Premises, and/or the Warehouse (collectively herein the “Property Offered for Sale”) to a bona fide, independent third party, Seller shall notify Buyer in writing of Seller’s intent to sell the Property Offered for Sale and the price and other terms upon which the third party has agreed to purchase the Property Offered for Sale ("Seller’s Notice"), and Seller agrees to provide Buyer with the first right of refusal to purchase the Property Offered for Sale from Seller at the price and upon the terms set forth in Seller’s Notice.  Buyer shall have sixty (60) days from the date of Seller’s Notice within which to make a binding election to purchase the Property Offered for Sale at the price and upon the terms specified in Seller's Notice.  If Buyer commits to purchase the Property Offered for Sale, Buyer will be required to close on the purchase within ninety (90) days of Buyer’s acceptance of Seller’s Notice or on the date specified in Seller’s Notice, whichever is later.  If Buyer fails, within the time period set forth above, to notify Seller of Buyer's binding agreement to purchase Property Offered for Sale at the price and upon the terms set forth in Seller’s Notice, then Seller shall be free to sell the Property Offered for Sale to that third party.

B.  

Personal Property.  Attached as Exhibit E is a list of farming equipment “Farming Equipment”) Buyer shall purchase from Seller at Closing.  Seller shall execute the necessary documentation to transfer all of Seller’s right, title and interest in and to the equipment to Buyer effective as of the Closing date.  If the Farming Equipment is financed by Seller, Buyer shall assume the subject loan upon the particular lender’s approval.

C.  

Name.  Buyer shall purchase the tradename “Dionisio Produce & Farms” as part of the Transaction.  Seller shall execute the documentation necessary to transfer all of Seller’s right, title and interest in and to “Dionisio Produce & Farms” to Buyer with the Colorado Secretary of State and any Federal Registry.  Seller may not utilize the tradename “Dionisio Produce & Farms” and shall inform Buyer of any unauthorized use of the name known to Seller.

Terms.  At Closing, Dionisio shall execute an Employment Agreement with TRF whereby TRF shall engage Dionisio as an employee to provide farming services, input, advice and counsel on the various endeavors of TRF in its farming operations on the Land and Leased Premises for a period of two (2) years commencing May 1, 2012 and terminating on May 1, 2014.  Either party may exercise the option to extend the duration of Dionisio’s employment for an additional three (3) years upon written notice no later than February 1, 2014.  TRF shall pay Dionisio $12,500 per month in compensation with an additional $400 per month toward Dionisio’s health insurance expenses.  Furthermore, Buyer anticipates awarding Dionisio with Restricted Stock Units (“RSUs”) in TRWC over the course of his employment based upon performance.

Covenant Not-to-Compete. Dionisio specifically acknowledges that the Employment Agreement includes a covenant not-to-compete in favor of TRF and TRWC.  Dionisio warrants and acknowledges that the terms of the covenant are reasonable in duration and scope and are a material inducement to Buyer’s agreement to purchase the Land and Water Rights.

A.  

The Farming Equipment, Produce Contracts and DPF’s name shall be purchased for $1,500,000.00; and

B.  

Buyer shall purchase the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the share certificates in the Bessemer for $1,500,000.00.

C.  

Upon Closing, if any, Buyer shall also reimburse Seller for the Expenses set forth on the Expense List above and upon verification of the authenticity of same and the Crops shall become the sole and absolute property of Buyer.

D.  

Seller shall pay in full all outstanding loans owed to the Bank so that the Bank shall be obligated to release the Senior Deeds of Trust and any and all encumbrances recorded against the Land and the Leased Premises.

E.  

Seller shall also pay in full the loans and or any amounts due and owing to Dionisio’s father and uncle pursuant to oral or written agreements preexisting this Agreement.

Indemnification by Seller.  Seller agrees to indemnify and hold harmless Buyer and Buyer's heirs, successors and assigns from and against:

1.  

all losses, damages, liabilities, deficiencies or obligations incurred by Buyer or any such other indemnified person resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement, or (iii) any act or omission of Buyer with respect to the transactions contemplated herein and in the attached Exhibits, which acts, omissions, events or circumstances occur at or after Closing, without regard to whether a claim with respect to such matter is asserted before or after Closing; and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.

Indemnification by Buyer.  Buyer agrees to indemnify and hold harmless Seller and Seller’s heirs, successors and assigns from and against:

1.  

all losses, damages, liabilities, deficiencies or obligations incurred by Seller or by any such other indemnified person resulting from or arising out of (i) any breach of any representation or warranty made by Buyer in this Agreement, (ii) any breach of any covenant, agreement or obligation of Buyer contained in this Agreement, or (iii) any act or omission of Buyer with respect to the transactions contemplated herein and in the attached Exhibits, which acts, omissions, events or circumstances occur at or after Closing, without regard to whether a claim with respect to such matter is asserted before or after Closing; and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.

Assignment of Agreement. This Agreement shall be assignable by Buyer without Seller’s prior written consent.  This Agreement is not assignable by Seller without Buyer’s prior written consent.

Broker.  Seller and Buyer each represent and warrant to each other that no broker has been retained or dealt with by either of them in connection with the transaction contemplated by this Agreement, including Garald L. Barber who is acting as a principal of Buyer, and each agrees to hold the other harmless from, and indemnify the other against, any claim or demand for commission by any broker based on their respective acts.  Barber hereby discloses that he is a license real estate broker in the State of Colorado.

Notices and Other Deliveries. Any notice or other documents or materials required or permitted to be delivered in connection with this Agreement shall be deemed properly delivered upon receipt by the Party to whom the same are to be delivered, as follows:

If to Seller, to:

Dionisio Produce & Farms LLC, R & S

D.  

Seller acknowledges that Buyer is entering into the Transaction with the objective of owning the Land with all appurtenances thereto, the Water Rights and the Equipment.  Buyer may terminate the Transaction if Seller is unable to transfer all of Seller’s right, title and interest in and to each element of the Transaction free and clear of any encumbrances.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

Headings.  The article and section headings in this Agreement are for convenience only, and shall not be used in its interpretation or considered part of this Agreement.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Term of Agreement.  This Agreement shall commence on the date of its execution and this Agreement and all covenants contained herein continue in full force and effect until such time as all obligations of the Parties to each other hereunder have been fulfilled.

Effect of Agreement.  All negotiations relative to the matters contemplated by this Agreement are merged herein and there are no other understandings or agreements relating to the matters and things herein set forth other than those incorporated in this Agreement.  This instrument and the attached Exhibits, as may be amended, set forth the entire agreement between the Parties.  No provision of this Agreement shall be altered, amended, revoked or waived except by an instrument in writing signed by the Party to be charged with such amendment, revocation or waiver.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective personal representatives, heirs, successors and assigns.

Survival of Representations and Warranties.  All covenants, agreements, representations and warranties made hereunder or pursuant hereto or in consideration of the transactions contemplated hereby shall survive Closing of the Transaction.

Severability.  If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the Parties that the remainder of this Agreement shall not be affected, and that in lieu of any such clause or provision there be added as a part hereof a substitute clause or provision as similar in terms and effect to such illegal, invalid or unenforceable clause or provision as may be possible.

Timing.  Time is of the essence of this Agreement.

Future Assurances.  From and after Closing, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this Agreement.

Costs.  In any action to enforce this Agreement, or to collect damages on account of any breach of warranty or indemnity provided for herein, the prevailing Party shall also be entitled to collect all its costs in such action, including costs of investigation, settlement, reasonable attorneys' fees and all additional costs of collecting any judgment rendered in such action.

Counsel.  Both Parties have retained independent legal counsel to render advice as to the terms and conditions herein and the obligations of each Party.  This Agreement shall not be construed as being drafted by either of the Parties but rather it being a collective collaboration of the Parties’ intent.

A.  

On April 12th, 2012 the Parties entered into the Agreement with an anticipated Closing on or before July 31st, 2012;

B.  

It is necessary for the Parties to separate the Transaction into two (2) phases;

C.  

Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights shall occur on or before July 31st, 2012 (hereinafter “First Phase”);

D.  

Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of Seller’s Farming Equipment, the Produce Contracts and DPF’s name shall be extended to October 31st, 2012 (hereinafter “Second Phase”);

E.  

Buyer agrees to release Parcel # 1303000019, Parcel # 1303000012, Parcel #131000023, and Parcel #1310000031 (collectively “Released Parcels”) from the Junior Deed of Trust so that Buyer shall no longer hold a security interest in said Released Parcels;

F.  

Seller is willing to close the Transaction in two stages pursuant to the terms and conditions of this First Amendment; and

G.  

The Parties are entering into this First Amendment to specify the terms and conditions by which the Closing will be accomplished in two phases and to make certain other adjustments to the Agreement to accommodate the two-phase Closing.

1.  

The Due Diligence period set forth in Article I of the Agreement shall remain in effect with regard to Buyer’s purchase of the Land and Water Rights constituting the First Phase of the Transaction.

2.  

Buyer’s rights to terminate the Agreement contained in the Agreement shall remain unchanged with the execution of this First Amendment.

3.  

If the Agreement has not been terminated, the Parties shall endeavor to close on the First Phase on or before July 31st, 2012:

F.  

The First Phase is Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights for $1,500,000.00.  The remaining terms and conditions of Buyer’s purchase of the Land and the Water Rights as described in the Agreement shall remain unchanged.

G.  

If Buyer proceeds with the First Phase, then Buyer’s lease of the Leased Premises shall also commence upon closing of the First Phase. The remaining terms and conditions of Buyer’s lease of the Leased Premises as described in the Agreement shall remain unchanged.

H.  

If Buyer proceeds with the First Phase, then Buyer’s lease of the Warehouse as that term is defined in the Agreement shall commence upon closing of the First Phase. The remaining terms and conditions of Buyer’s lease of the Warehouse as described in the Agreement shall remain unchanged.

4.  

After Closing on the First Phase, if any, Buyer shall be afforded another period of due diligence consisting of 120 days from said closing on the First Phase to determine whether or not Buyer shall proceed to close the Second Phase of the Transaction:

A.  

The Second Phase is Buyer’s purchase of the Farming Equipment, Produce Contracts and DPF’s name for $1,500,000.00. The remaining terms and conditions of Buyer’s purchase of said property as described in the Agreement shall remain unchanged.

5.  

Article VI. subsection C. of the Agreement shall be amended to state as follows: “Upon closing of the First Phase, if any, Buyer shall also reimburse Seller for the Expenses set forth on the Expense List herein upon verification of the authenticity of same and the Crops shall become the sole and absolute property of Buyer.”

6.  

Buyer shall be under no obligation to close on the First Phase or the Second Phase if Buyer cannot obtain commercially reasonable financing.  As such, the financing contingency provision set forth in Article I. subsection K. of the Agreement shall apply to both Phase One and Phase Two of the Transaction.

7.  

Upon mutual execution of this First Amendment, Buyer shall pay to Seller an amount of $30,000 in the form of earnest money in consideration of the extension granted herein relating to the Second Phase.  If Buyer proceeds with the Second Phase, Buyer shall receive a credit in the amount of $30,000 representing the earnest money which shall be applied toward the purchase price at closing of the Second Phase. If Buyer does not proceed with the Second Phase, the $30,000 shall be non-refundable to Buyer.

8.  

Buyer shall release the Released Parcels from the Junior Deed of Trust.  Buyer acknowledges the Released Parcels should not have been contained on the Junior Deed of Trust. Buyer’s security represented by the Junior Deed of Trust for repayment of amounts advanced by Buyer pursuant to the Agreement shall be only those parcels representing the Land which may be purchased by Buyer.

9.  

Future Assurances.  From and after the First Closing, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this First Amendment.

10.  

Survival.  Except as modified by this First Amendment, all of the terms and conditions of the Agreement remain in full force and effect as currently stated therein and shall survive the closings of the First and Second Phases, if any.

1.  

“TR Bessemer, LLC” shall replace “Two Rivers Farms, LLC” as the Buyer as that term is utilized throughout the Agreement.

2.  

The parties shall endeavor to close on the First Phase, as that term is defined in the First Amendment, on or before June 30, 2012.

3.  

Section III of the Master Agreement entitled “Purchase of Water Rights” shall be amended as follows: Purchase of Water Rights.  R&S shall sell to Buyer all of R&S’s right, title and interest in and to the Water Rights associated with the Land which are represented by share certificates in the Bessemer Ditch Company (hereinafter “Bessemer”).  More specifically, ownership of the above-referenced Land purchased by Buyer comes with ownership of 146.4 shares in the Bessemer which shall be transferred to Buyer at Closing, in the form and manner customary for the transfer of Bessemer shares.  Seller agrees to cooperate and execute all necessary documentation for the transfer of said shares upon Closing or within three (3) days following Closing.   Seller represents and warrants that the 146.4 Bessemer share certificates are unencumbered except by the Bank’s current Senior Deeds of Trust which shall be released upon Closing.

4.  

That portion of Sections 7.1 of Exhibit C1 and Exhibit C2 to the Master Agreement dealing with the title commitment insuring over the standard exceptions shall be amended to reflect the following: “The title insurance commitment shall not commit to delete or insure over the standard exceptions which relate to: parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing.”  All other portions of Section 7.1 of Exhibit C1 and Exhibit C2 to the Master Agreement shall remain unchanged.

5.  

The First Phase of the Transaction shall also include Buyer’s assumption of the leases in effect at the time of execution of this Second Amendment wherein Seller leases farmland from third party lessors (the “Third Party Leases”).  At the time of execution of this Second Amendment Seller leases farmland from the following individuals and entities: Brian Mater, Dana Mauro, Dan Nue, Lucille Wilson, Disanti Land & Cattle, Anita Trujillo, Vineland Investment, and Chuck Dionisio.  Buyer shall assume the Third Party Leases and the Crops derived therefrom upon closing of the First Phase.

6.  

Future Assurances.  From and after closing on the First Phase, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this Second Amendment.

7.  

Survival.  Except as modified by this Second Amendment, all of the terms and conditions of the Agreement remain in full force and effect as currently stated therein and shall survive the closings of the First and Second Phases, if any.

 

1.

Public Trustee.  Beneficiary may foreclose this Deed of Trust, insofar as it encumbers the Property, by way of a trustee’s sale pursuant to the provisions of Title 38, Article 38, Colorado Revised Statutes, as currently in effect, as amended, or in any other manner then permitted by law.  If this Deed of Trust encumbers more than one parcel of real estate, foreclosure may be by separate parcel or en masse, as Beneficiary may elect in its sole discretion.

 

2.

Judicial Foreclosure.  The right to foreclose this Deed of Trust as a deed of trust by appropriate proceedings in any court of competent jurisdiction is also hereby given.

 

3.

Expenses of Trustee’s Sale or Foreclosure.  All fees, costs and expenses of any kind incurred by Beneficiary in connection with foreclosure of this Deed of Trust, including, without limitation, the costs of any appraisals of the Property obtained by Beneficiary, all costs of any receivership for the Property advanced by Beneficiary, and all attorneys’ and consultants’ fees incurred by Beneficiary, appraisers’ fees, outlays for documentary and expert evidence, publication costs and costs (which may be estimates as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to title, as Trustee or Beneficiary may deem necessary either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceedings the true conditions of the title to or the value of the Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the obligations and may be included as part of the amount owing from Grantor to Beneficiary at any foreclosure sale..

 

4.

Notice and Mailing List.  Beneficiary may use the last known address or the address provided to Beneficiary for any party receiving notice of the foreclosure proceedings.  Beneficiary shall not be under any duty to investigate or research current addresses for such notices.  It shall be deemed sufficient for Beneficiary to send notices and/or pleadings to the address listed, if any, on the Colorado Secretary of State’s website for a particular individual or entity.

(d)  

Remedies Cumulative Concurrent and Non-Exclusive.  Beneficiary shall have all rights, remedies and recourses granted in the Related Documents and available at law or equity (including, without limitation, those granted by the Uniform Commercial Code then in effect in the applicable jurisdiction) and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Note or against the Property, or against any one or more of them, at the sole discretion of Beneficiary, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.

(e)  

Release of and Resort to Collateral.  Beneficiary may release, regardless of consideration, any part of the Property or Crops without, as to the remainder, in any way impairing, affecting, subordinating or releasing the conveyance, lien or security interests created in or evidenced by the Master Agreement as a first and prior security deed, lien or security interest in and to the Property and Crops.  For payment of the Secured Payments, Beneficiary may resort to any security therefor held by Beneficiary in such order and manner as Beneficiary may elect.

Notices.  Any notice required to be given under this Deed of Trust, including without limitation any notice of sale shall be given in writing and shall be effective when actually delivered, when actually received by facsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed when deposited in the U.S. mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown on the first page of this Deed of Trust.  Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address.  For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor’s current address.  If there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice to all Grantors.

 

 

a.

Seller represents that it owns, or has authority from its Affiliates or other owners of the Irrigated Land, including its Affiliates, to lease the Irrigated Land to Buyer as described herein.

 

b.

The Irrigated Land includes 82.6 acres irrigated out of the Bessemer Ditch Company. The Irrigated Land also includes any other land historically irrigated by the Water Rights.  Buyer’s engineers may prepare a legal description of the Irrigated Land which may be attached hereto at Closing.  Seller shall cooperate by providing any requested information available to it and facilitating access to the Irrigated Land as requested by Buyer or its engineers.

 

c.

Buyer represents that it and its Affiliates are not aware of any environmental hazards or violations on or affecting the Irrigated Land.

 

d.

This Lease Agreement includes all rights of access, including easements, which are appurtenant to the Irrigated Land or necessary to farm and irrigated the Irrigated Land.  This Lease Agreement also includes the right to use, maintain and repair irrigation ditches and other water structures or facilities on or appurtenant to the Irrigated Land including headgates, diversion structures, pumps and measuring devices whether located on or off the Irrigated Land.

 

e.

Buyer may (but is not required to), during the term of the lease, construct or install additional ditches and irrigation structures on the Irrigated Land, including by way of example and not by way of limitation, center pivot irrigation machines, pipelines, electric power lines and other equipment.  Any such equipment or facilities shall remain the property of the Buyer and the Buyer may remove the same at the end of the lease term without further obligation to Seller.

 

f.

This Lease Agreement shall not be construed to be or to give rise to a partnership relationship.  Seller and Buyer shall not be responsible for each other’s debts, liabilities or obligations, or for any injuries, accidents or damages caused by the other to third parties.

 

g.

Seller shall be responsible for and shall keep current all property taxes, ad valorem and other taxes on the Irrigated Land and shall comply with all governmental regulations and requirements that are applicable to the Irrigated Land.  Any sale or hypothecation of the Irrigated Land shall be subject to Buyer’s Right of First Refusal as set forth in the Master Agreement and in the event Buyer does not exercise its Right of First Refusal, any future conveyance from Seller to a third party shall not disturb or interfere with Buyer’s use of the Irrigated Land under this Lease Agreement.

 

h.

This is not a crop-share lease.  Seller is not entitled to any share of crops or any proceeds therefrom.

 

i.

Buyer shall have the right but not the obligation to participate, in place of Seller, in any government programs available to the Irrigated Land, including any support or set-aside programs, and all proceeds from such programs shall be the property of the Seller.

 

j.

This Lease Agreement shall supersede any other existing leases on the Irrigated Land including grazing leases.  Upon request of Buyer, Seller shall remove any livestock from the Irrigated Land or portions thereof as requested by Buyer.

 

k.

This Lease Agreement may include such additional provisions consistent herewith as are customary in irrigated farm leases in Pueblo County, Colorado.

8.  

The closing date of the second phase, as defined in the First Amendment, shall be extended to November 2, 2012.

A.  

On April 12th, 2012 the Parties entered into the Agreement with an anticipated Closing on or before July 31st, 2012;

B.  

The Parties separated the transaction into two (2) phases;

C.  

Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights shall occur on or before July 31st, 2012 (hereinafter “First Phase”);

D.  

Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of Seller’s Farming Equipment, the Produce Contracts and DPF’s name shall be extended to October 31st, 2012 (hereinafter “Second Phase”);

E.  

The Parties agreed in a Second Amendment to the Master Agreement to amend certain dates and substitute TR Bessemer, LLC for Two Rivers Farms, LLC.

F.  

The Parties further agreed in the Third Amendment to the Master Agreement to extend the second closing to November 2, 2012.

G.  

The Second Closing will finalize all terms of all rights and obligations of all Parties under the Master Agreement.

1.  

Obligations of Buyer.  Pursuant to the Master Agreement and its amendments, the Buyer agreed to pay $1,500,000 (one million five hundred thousand dollars)(“Second Closing Purchase Price”) to Seller at the Second Closing.  Seller agrees to accept this amount in the following manner:

2.  

Obligations of Seller.  Pursuant to the Master Agreement and its amendments, the Seller agreed to sell, convey, or otherwise transfer certain assets to Buyer (or enter into certain agreements as in the case of the Employment Agreement)  as follows:

A.  

Name.  Pursuant to Section IIC, TR Bessemer agreed to purchase the trade name and trademark “Dionisio Produce & Farms”.  Attached as Exhibit A is the form of Assignment of Trademark and Trade Name (“Assignment”).  Upon Execution of the Assignment, the Parties agree that all terms and conditions in the Master Agreement relating to Section IIC have been satisfied.

B.  

Employment.  Pursuant to Section V of the Master Agreement, TR Bessemer agreed to employ Dionisio under certain terms, including a covenant not to compete.  The Parties recognize that the terms which TR Bessemer agrees to employ Dionisio have changed.  Attached as Exhibit B is a form of Employment Agreement which contains the terms and conditions of TR Bessemer’s employment of Dionisio.  Upon Execution of the Employment Agreement, the Parties agree that all terms and conditions in Section V of the Master Agreement and its amendments have been satisfied.

C.  

Loan. Pursuant to the Master Agreement and its amendments, Dionisio agreed to carry back a loan to Buyer.  Attached as Exhibit C is a Promissory Note representing that loan.  The Promissory Note contains all the terms and conditions related to Seller’s carry-back loan to Buyer.  Upon the payment of the Second Closing Purchase Price, all Parties agree that all terms at Section VI in the Master Agreement and its amendments related to the Purchase Price have been satisfied.

D.  

Lease. Pursuant to the Master Agreement and its amendments, Seller agreed to lease certain equipment and a residential structure to Buyer.  Attached as Exhibit D is the Lease.  The Lease contains all the terms and conditions related to Seller’s lease of the certain equipment and the residential structure to Buyer.

E.  

Equipment.  Pursuant to the Master Agreement and its amendments, Seller agreed to sell certain Equipment to Buyer.  Attached as Exhibit E is a Bill of Sale.  The Bill of Sale contains all the terms and conditions related to Seller’s sale of the certain Equipment to the Buyer.

F.  

Produce contracts.  Pursuant to Section IV of the Master Agreement, Seller agreed to sell all DFP’s and/or R&S’s contract for the sale of Seller’s Crops (“Produce Contracts”).  Attached as Exhibit F is an Assignment of Produce Contracts which contains all the terms and conditions related to Seller’s sale of the Produce Contracts to the Buyer.

3.  

Representations of Buyer and Seller.

A.  

Buyer and Seller represent that certain terms and conditions of the Master Agreement have been mutually adjusted, modified, or amended, and that this Second Closing represents the mutual and final closing on the rights and obligations between the Parties as contemplated by the Master Agreement.  To the extent there are any agreements or provisions in the Second Closing that specifically conflict with provisions in the Master Agreement, the terms and conditions contained within this Second Closing and the agreement executed pursuant to the Second Closing shall govern.

B.  

If any agreement executed pursuant to this Second Closing shall be breached, or shall be found to be, invalid, inoperative, or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, such circumstance shall not have the effect of rendering other agreements executed pursuant to the Master Agreement invalid, inoperative, or unenforceable.

C.  

The Parties are authorized to execute this Second Closing and the agreements contained herein.  There have been no changes, or new liens or encumbrances to the assets being sold as part of the Second Closing.

1.  

All of Seller’s rights to the trademarks “Dionisio Farms & Produce”, “Dionisio Produce & Farms”, “Dionisio Produce”, “Dionisio Farms” and any marks related to the Dionisio Farms & Produce business (“Trademarks”).

2.  

All of Seller’s rights to the following  rights associated with the Trademarks, including but limited to:(a) The logos, business practices, use standards, trade dress, and good will associated therewith.(b) The renewals, extensions and modifications of any applications or use with local, state, and federal  offices or regulatory agencies.(c)  All income, royalties, damages, and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements, dilution or improper use thereof;(d) All rights corresponding thereto, including, without limitation, the right to sue and recover for past, present and future infringements, dilution or improper use thereof.(e) All other proceeds and products of the foregoing, including, without limitation, any rights pursuant to its agreements with any other party relating thereto.

(i)  

Seller warrants that it is the legal owner of all right, title and interest in the Trademark, that the Trademark(s) has not been otherwise previously pledged, assigned, or encumbered and that this assignment does not infringe on the rights of any person.  Seller agrees to cooperate with Buyer and to execute and deliver all papers, instruments and assignments as may be necessary to vest all right, title and interest in and to the Trademark(s), including, without limitation, recordation of the assignment in the United States Patent and Trademark Office.

(ii)  

Seller warrants that he will not enter into any agreement inconsistent with Seller’s rights transferred under this Assignment.

(iii)  

Seller warrants that this Assignment shall not terminate and shall survive the termination of any business relationship between Seller and Buyer and their assigns and successors. IN WITNESS WHEREOF, the parties have executed this Assignment by their signature or the signature of their duly authorized representatives below. SELLER:

(a)  

Employee shall receive from the Company an annual base salary of ("Base Salary"), which shall be payable in accordance with the standard practice of the Company in the payment of salaries of its employees.   Nothing in this table shall be construed to affect the Term of Employment as defined in Section 1(a).  This table does not create any offer, agreement, or contract of employment beyond what is defined in the Section 1(a).  Employee’s Base Salary will be adjusted throughout the Term of Employment in the following manner:

Period

Monthly Salary: January-June

Monthly Salary: July-December

Average Annual Salary

July-December Salary Increase

June 1, 2012-December, 31, 2012

N/A

12,500

$150,000

N/A

January 1, 2013-December, 2013

$10,000

$15,000

$150,000

$30,000

January 1, 2014-December 31, 2014

$10,000

$15,000

$150,000

$30,000

January 1, 2015-December 31, 2015

$10,312.50

$17,187.5

$165,000

$41,250

January 1, 2016-December 31, 2016

$10,312.50

$17,187.5

$165,000

$41,250

January 1, 2017-December 31, 2017

$10,312.50

$17,187.5

$165,000

$41,250

January 1, 2018-December 31, 2018

$11,250

$18,750

$180,000

$45,000

January 1, 2019-December 31, 2019

$11,250

$18,750

$180,000

$45,000

January 1, 2020-December 31, 2020

$11,250

$18,750

$180,000

$45,000

January 1, 2021-December 31, 2021

$11,250

$18,750

$180,000

$45,000

(b)  

Incentive Pay.  Employee shall be eligible for incentive pay based on (i) net profits of Dionisio Farms & Produce, Inc. (“Profit Incentives ”); and (ii) the Employee’s ability to arrange acquisitions of farmland (“Performance Incentives”)(both are further defined herein and will be collectively referred to as “Incentive Pay”).

(c)  

Profit Incentives.  The Employee will be eligible to earn Profit Incentives which are defined as five percent (5%) of Annual Net Profits of Dionisio Farms & Produce, Inc. (as determined from the year end audit of the respective fiscal year) minus the July-December Salary Increase (from the same fiscal year).  Annual Net Profits as used in this section is defined as the Company’s earnings (as defined by U.S. GAAP) less interest payments and dividend payments and income taxes owed, and will be determined only after the fiscal year audit.  The first eligible Profit Incentives period for which Employee may earn Profit Incentives will be the 2013 fiscal year.

(d)  

Performance Incentives.  The Employee will also be eligible to earn Performance Incentives which will include salary increases and restricted stock units (RSUs) of Two Rivers Water Company (“Two Rivers”) pursuant to the conditions of the Two River’s 2011 Long-Term Stock Incentive Plan.  Employee can earn Performance Incentives if the Employee can arrange for acquisitions, purchase or lease, at terms acceptable to the Company (the Company will not unreasonably disapprove terms), additional farmland irrigated by the Bessemer Ditch (“Acreage Goal”).  Currently the company farms 405 acres under the Bessemer Ditch.  If Employee can achieve the Acreage Goal (as set forth in table below), Employee will be eligible to earn salary increases and vesting on up to 500,000 (five hundred thousand) RSUs in the following manner:

(i)  

The first tranche of Performance Incentives will be 166,667 RSUs and will vest on June 1, 2013.  This Performance Incentive does not have an Acreage Goal and there is no salary increase in this first tranche.

(ii)  

The second tranche of Performance Incentives will be granted when the Company is farming 1500 or more acres under the Bessemer Ditch.  The Performance Incentives under this Acreage Goal is a 25% increase in salary and vesting of another 166,667 RSUs.  The earliest this tranche can be earned is June 1, 2014.

(iii)  

The third tranche of Performance Incentives will be granted when the Company is farming 3000 or more acres under the Bessemer Ditch.  The Performance Incentives under this Acreage Goal is a 25% increase in salary and a vesting of an additional 166,666 RSUs. The earliest this tranche can be earned is June 1, 2015.

Vesting Tranche

Vesting Commencement Date

Acreage Goal

Salary Increase

Amount in RSUs

1

June 1, 2013

None

None

166,667

2

June 1, 2014

1500

25%

 

166,667

3

June 1, 2015

3000

25%

166,666

Lease.  Lessor agrees to lease to TR Bessemer

Housing.   A residential structure, designed to meet federal regulations for H-2A housing located on or near is 1207 39th Lane Pueblo, CO 81006  (“Leased Premises”).

Equipment.  The following equipment:

Rent. Dionisio shall lease the Leased Assets for $20,000 per year, payable annually on November 1.  The agreement is on November 1, 2013.

Term. The lease term is five (5) years starting on November 2, 2012.

Representations and Warranties Relating to Leased Premises.

a.  

Dionisio represents that it owns, or has authority to lease the Leased Premises to TR Bessemer as described herein.   Dionisio represents that it does not need any third party approvals or consents to execute this Lease Agreement.

b.  

Dionisio represents: (1) that the Leased Premises is a residential structure built and designed to be compliant with Federal H-2A housing rules and regulations;  (2) The use of the Leased Premises as a residential structure designed to be compliant with Federal H-2A housing rules and regulations does not violate and laws, rules, regulations, or ordinances of the city, county, and state in which the Leased Premises are located.

Repairs and Maintenance. Dionisio is required to supply the Leased Equipment in good operating condition.  TR Bessemer agrees that it will pay all cost of repairs during the rental period, including labor, material, parts and other items, except for normal wear and tear.

b.  

Insurance.  TR Bessemer, at its own expense, shall carry and maintain in force at all times during the term of this Lease Agreement insurance of the type and minimum coverage limits as follows: (1) Commercial General Liability - $1,000,000 per occurrence; (2) Property/Casualty insurance – with coverage limits sufficient to cover the full replacement cost of the Equipment.

Assignment and Sublease.  TR Bessemer shall have the right without Dionisio's consent, to assign this Lease Agreement to an entity under common control with TR Bessemer, or to a purchaser of substantially all of TR Bessemer’s stock or assets.

If default shall at any time be made by TR Bessemer in the payment of rent when due to Dionisio as herein provided, and if said default shall continue for forty-five (45) days after written notice thereof shall have been given to TR Bessemer by Dionisio, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by TR Bessemer, and such default shall continue for sixty (60) days after notice thereof in writing to TR Bessemer by Dionisio without correction thereof then having been commenced and thereafter diligently prosecuted, Dionisio may declare the term of this Lease ended and terminated by giving TR Bessemer written notice of such intention, and if possession of the Leased Premises is not surrendered, Dionisio may reenter said premises.  Dionisio shall use reasonable efforts to mitigate its damages.

If there is a default with respect to any of Dionisio's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from TR Bessemer to Dionisio specifying the default, TR Bessemer may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until TR Bessemer shall have been fully reimbursed for such expenditures.  If this Lease terminates prior to TR Bessemer's receiving full reimbursement, Dionisio shall pay the unreimbursed balance to TR Bessemer on demand.

(i)  

All of Seller's rights and privileges under its contracts to sell crops ("Produce Contracts”). These Produce Contracts may be written or oral, but they represent every agreement to sell crops grown and harvested on the farmland owned and controlled by TR Bessemer or its affiliated entity, Dionisio Farms & Produce, Inc.  The Produce Contracts will include, but are not limited to existing, past, or future contracts with Cargill, Taylor Farms, Wal-Mart, Kroger, or Rizes Produce.

(ii)  

All of Seller's customer lists, uncollected invoices, credit files, books of account, contracts, sales representation agreements and sales agency agreements (if any), files, papers, books, records, designs, drawings, specifications and engineering data, and all other public or confidential business records, all to the extent reasonably required for the orderly continuation of the business operations, and continued operation of the Produce Contracts, of Seller by Buyer.

(a)  

has valid and effective Produce Contracts that can be sold, assigned, transferred, conveyed, and delivered to Buyer; and

(b)  

has the authority to sell, assign, transfer or convey the Produce Contracts;

(c)  

will warrant and defend the sale of these Produce Contracts  against all and every person or persons whomsoever claiming to or making claim against any or all of them; and

(d)  

will cooperate in good faith with TR Bessemer’s, or its assigns, assumption and purchase of the Produce contracts and will take all steps necessary to put Buyer, its successors or assigns, in actual possession and operating control of the Produce Contracts; and

(e)  

will execute and deliver such other and further documents and agreements as may be requested by TR Bessemer, or its assigns, to more fully implement and document the intent of the Parties as set forth in this Assignment and in the Master Agreement.