TWO RIVERS WATER & FARMING Co - FORM 8-K - EX-99.5 - DIONISIO THIRD AMENDMENT - November 6, 2012

Attached files

file filename
8-K - TURV 8K 20121102 DIONISIO PURCHASE - TWO RIVERS WATER & FARMING Coturv20121102.htm
EX-99.2 - DIONISIO MASTER AGREEMENT - TWO RIVERS WATER & FARMING Coturv20121102exh992.htm
EX-99.4 - DIONISIO SECOND AMENDMENT - TWO RIVERS WATER & FARMING Coturv20121102exh994.htm
EX-99.7 - DIONISIO ASSIGNMENT OF TRADEMARK - TWO RIVERS WATER & FARMING Coturv20121102exh997.htm
EX-99.1 - PRESS RELEASE - TWO RIVERS WATER & FARMING Coturv20121102exh991.htm
EX-99.6 - DIONISIO SECOND CLOSING - TWO RIVERS WATER & FARMING Coturv20121102exh996.htm
EX-99.9 - DIONISIO PROMISSORY NOTE - TWO RIVERS WATER & FARMING Coturv20121102exh999.htm
EX-99.3 - DIONISIO FIRST AMENDMENT - TWO RIVERS WATER & FARMING Coturv20121102exh993.htm
EX-99.8 - DIONISIO BILL OF SALE - TWO RIVERS WATER & FARMING Coturv20121102exh998.htm
EX-99.12 - DIONISIO LEASE AGREEMENT - TWO RIVERS WATER & FARMING Coturv20121102exh9912.htm
EX-99.11 - DIONISIO EMPLOYMENT AGREEMENT - TWO RIVERS WATER & FARMING Coturv20121102exh9911.htm
EX-99.10 - DIONISIO ASSIGNMENT OF CONTRACTS - TWO RIVERS WATER & FARMING Coturv20121102exh9910.htm
 
Exhibit 99.5
Third Amendment to the Master Agreement

October 31, 2012

This is a Third Amendment (the “Second Amendment”) to that certain Master Agreement dated the 12st day of April, 2012 and to the First Amendment to Master Agreement and Second Amendment (collectively the “Agreement”), both also dated April 12, 2012 all of which are executed by and among R&S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TR Bessemer”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

 Seller and Buyer are individually referred to hereinafter as a “Party” and collectively as the “Parties.”  To the extent of any inconsistencies between the terms of this Third Amendment and the Agreement, the terms of this Third Amendment shall control.

Recital

In the First Amendment, the Parties split the closing, as originally defined in the Master Agreement, into two phases.  The first phase was closed on June 15, 2012.  The second phase is scheduled to close October 31, 2012.  The Parties wish to extend the closing date of the Master Agreement, and more specifically the closing dates of the second phase as defined in the First Amendment, to November 2, 2012.
Agreement

In consideration of the foregoing Recital which is incorporated herein by this reference and the covenants contained herein, the Parties agree as follows:

1.  
The closing date of the second phase, as defined in the First Amendment, shall be extended to November 2, 2012.
SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company
By:/s/  Russ Dionisio
Title:  Managing Member



Dionisio Produce & Farms, LLC a Colorado limited liability company
By:  /s/ Russ Dionisio
Title:  Managing Member





BUYER:

TR Bessemer, LLC
By:  /s/ Wayne Harding
Title:  Manager


TRWC, INC., a Colorado corporation d/b/a
Two Rivers Water Company
By:  /s/Wayne Harding
Its:  CFO




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