between CADIZ INC., as Pledgor andPledge Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • New York
CADIZ INC. 2003 MANAGEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • May 4th, 2005 • Cadiz Inc • Water supply • Delaware
RECITALS ---------Settlement Agreement • November 14th, 2005 • Cadiz Inc • Water supply • California
iii) provide that, in the event of a Cadiz bankruptcy, such Bondholder shall affirmatively support any plan or sale transaction proposed by Cadiz whether or not it provides any recovery on account of the Guaranty; and (iv) provide that any transferee...Settlement Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services
EXHIBIT 10.7 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of November __, 2002 (this "Agreement"), made by Keith Brackpool ("Pledgor"), as the obligor hereunder, to Cadiz Inc., a Delaware corporation ("Secured Party"). W I T N E S S E T H: WHEREAS,...Pledge Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • California
WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC. (Initial Mandatory Conversion Warrant)Warrant Agreement • December 13th, 2001 • Cadiz Inc • Agricultural services
EXHIBIT 10.9 ------------ FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2002 • Cadiz Inc • Agricultural services • California
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2003 for Credit Agreement originally executed as of November 25, 1997Credit Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • California
EXHIBIT 4.1 ----------- Cadiz Inc. and Continental Stock Transfer & Trust Company as Rights Agent Rights Agreement Dated as of May 11, 1999 RIGHTS AGREEMENT Rights Agreement, dated as of May 11, 1999, between Cadiz Inc., a Delaware corporation (the...Rights Agreement • May 18th, 1999 • Cadiz Inc • Agricultural services • California
FIRST AMENDMENT TO 2003 RESTATED CREDIT AGREEMENT AND CONSENT TO OFFERING This First Amendment to 2003 Restated Credit Agreement and Consent to Offering (this "Seventh Amendment"), dated as of November 30, 2004, is entered into by and among (a) CADIZ...Credit Agreement • March 31st, 2005 • Cadiz Inc • Agricultural services
RECITALS: ----------Indenture • March 26th, 1998 • Cadiz Land Co Inc • Agricultural services
ARTICLE ITrust Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • New York
15,000,000 November 25, 1997 Los Angeles, CaliforniaRevolving Credit Note • March 26th, 1998 • Cadiz Land Co Inc • Agricultural services • California
This Note is one of the Notes referred to in the Credit Agreement dated as of November 25, 1997 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among CADIZ LAND COMPANY, INC., the LENDERS party hereto, and ING BARING (U.S.) CAPITAL CORPORATION, as Administrative Agent, and evidences Revolving Loans made by the Lender thereunder. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 3rd, 2020 • Cadiz Inc • Water supply • New York
INDENTURE Dated as of among Cadiz Inc., each of the Guarantors party hereto and U.S. Bank National Association., as Trustee ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONIndenture • October 28th, 2016 • Cadiz Inc • Water supply • New York
SUBORDINATED INDENTURE Dated as of between Cadiz Inc. and U.S. Bank National Association, as Trustee ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSubordinated Indenture • October 28th, 2016 • Cadiz Inc • Water supply • New York
EXHIBIT 4.6 CADIZ LAND COMPANY, INC. FORM OF 1996 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • September 12th, 1997 • Cadiz Land Co Inc • Agricultural services • Delaware
THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES...Warrant Agreement • December 13th, 2001 • Cadiz Inc • Agricultural services
AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is entered into as of September 29, 2006 among Cadiz Inc., a Delaware corporation ("Cadiz"), and Cadiz Real Estate LLC, a Delaware limited liability company...Credit Agreement • October 4th, 2006 • Cadiz Inc • Water supply
1,150,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2016 • Cadiz Inc • Water supply • California
RECITALSSecurity Agreement • November 15th, 2002 • Cadiz Inc • Agricultural services • Delaware
INDENTURE Dated as of [ ], 201[ ] among Cadiz Inc., each of the Guarantors party hereto and [Name of Trustee], as TrusteeIndenture • November 16th, 2018 • Cadiz Inc • Water supply • New York
RECITALSPreferred Stock Exchange Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • California
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • June 18th, 2004 • Cadiz Inc • Agricultural services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 10.1 AGREEMENT REGARDING EMPLOYMENT This AGREEMENT is made and entered into effective as of July 5, 2003, between Cadiz Inc., a Delaware corporation ("Cadiz") and Keith Brackpool ("Brackpool"), and is made with reference to the following...Employment Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services • California
WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC. (Commitment Exercise Warrant)Warrant to Purchase Common Stock • December 13th, 2001 • Cadiz Inc • Agricultural services
10,000,000.00 Dated as of November 30,2004 New York, New York FOR VALUE RECEIVED, each of (a) CADIZ INC. (f/k/a Cadiz Land Company, Inc.) ("CADIZ"), a Delaware corporation and (b) CADIZ REAL ESTATE LLC ("CRE", and along with Cadiz, collectively, the...Tranche B Note • March 31st, 2005 • Cadiz Inc • Agricultural services
This Tranche B Note is one of the Tranche B Notes referred to in (a) the First Amendment to 2003 Restated Credit Agreement and Consent to Offering (the "Seventh Amendment"), dated as of November 30, 2004 among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and (b) the Sixth Amended and Restated Credit Agreement dated as of December 15, 2003 (as modified, supplemented or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT"), among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and evidences Tranche B Loans made by the Tranche B Lender thereunder. Terms used but not defined in this Tranche B Note have the respective meanings assigned to them in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2022 • Cadiz Inc • Water supply • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [___], 2022, is made and entered into by and among Cadiz, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holder on the signature page hereto (each such party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
OPTION AGREEMENTOption Agreement • March 18th, 2019 • Cadiz Inc • Water supply • New York
This OPTION AGREEMENT, dated as of March 14, 2019 (this "Agreement"), is made by and between Cadiz Inc., a Delaware corporation ("Cadiz"), and Nokomis Capital Master Fund, L.P., a Texas limited liability company, (the "Noteholder").
ING CAPITAL, LLC SECOND AMENDED AND RESTATED TRANCHE A NOTE $15,000,000.00 Dated as of November 30.2004 FOR VALUE RECEIVED, each of (a) CADIZ INC. (f/k/a Cadiz Land Company, Inc.) ("CADIZ"), a Delaware corporation and (b) CADIZ REAL ESTATE LLC ("CRE",...Tranche a Note • March 31st, 2005 • Cadiz Inc • Agricultural services
This Tranche A Note is one of the Tranche A Notes referred to in (a) the First Amendment to 2003 Restated Credit Agreement and Consent to Offering (the "Seventh Amendment"), dated as of November 30, 2004 among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and (b) the Sixth Amended and Restated Credit Agreement dated as of December 15, 2003 (as modified, supplemented or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT"), among Borrowers, the Lenders party thereto, and ING Capital, LLC, as Administrative Agent, and evidences Tranche A Loans made by the Tranche A Lender thereunder. Terms used but not defined in this Tranche A Note have the respective meanings assigned to them in the Credit Agreement.
ContractOption Agreement • December 7th, 2011 • Cadiz Inc • Water supply
2,000,000 Depositary Shares CADIZ INC. (PAR VALUE 0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Cadiz Inc • Water supply • New York
Cadiz, Inc., a Delaware corporation (the “Company”) proposes to create and provide for 8.875% Series A Cumulative Perpetual Preferred Stock, $0.01 par value per share, of the Company having a liquidation preference of $25,000.00 per share (the “Preferred Stock”), and issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), 2,000,000 Depositary Shares (as defined below), each representing, among other things, a 1/1000th fractional ownership in a share of the Preferred Stock (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters, not more than an additional 300,000 Depositary Shares (the “Additional Shares”), if and to the extent that B. Riley Securities, Inc. (“B. Riley”), as representative of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are herei
EXHIBIT 10.11 SIXTH GLOBAL AMENDMENT AGREEMENT DATED AS OF DECEMBER 15, 2003Global Amendment Agreement • November 2nd, 2004 • Cadiz Inc • Agricultural services
ContractSubscription Agreement • November 24th, 2009 • Cadiz Inc • Water supply • Delaware
MSD CLOSING SHARE AND WARRANT ISSUANCE AGREEMENTClosing Share and Warrant Issuance Agreement • December 1st, 2016 • Cadiz Inc • Water supply • New York
Cadiz Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to issue to MSD Credit Opportunity Master Fund, L.P. (the “Investor”), 306,530 shares (the “Closing Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and a warrant to purchase 306,530 shares of the Common Stock (the “Warrant,” and collectively with the Closing Shares, the “Securities”).
