1 Exhibit 4.2Rights Agreement • December 4th, 1996 • Citation Insurance Group • Fire, marine & casualty insurance • California
OPERATING AGREEMENTOperating Agreement • February 4th, 2000 • Pico Holdings Inc /New • Fire, marine & casualty insurance • California
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • February 17th, 1999 • Pico Holdings Inc /New • Fire, marine & casualty insurance
RECITALSConsulting Agreement • April 15th, 1997 • Citation Insurance Group • Fire, marine & casualty insurance • California
PICO HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • November 14th, 2014 • Pico Holdings Inc /New • Real estate • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
AGREEMENTAgreement • February 4th, 2000 • Pico Holdings Inc /New • Fire, marine & casualty insurance • California
ARTICLE I DEFINITIONSSecurities Purchase Agreement • May 10th, 2005 • Pico Holdings Inc /New • Security & commodity brokers, dealers, exchanges & services • California
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • Pico Holdings Inc /New • Security & commodity brokers, dealers, exchanges & services
WARRANT AGREEMENT DATED AS OF [__], 20___Common Stock Warrant Agreement • November 14th, 2014 • Pico Holdings Inc /New • Real estate • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between PICO HOLDINGS, INC., a California corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 4th, 1996 • Citation Insurance Group • Fire, marine & casualty insurance • California
WARRANT AGREEMENT DATED AS OF [__], 20___Preferred Stock Warrant Agreement • November 14th, 2014 • Pico Holdings Inc /New • Real estate • New York
between PICO HOLDINGS, INC., a California corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER By and Among and POTABLE MERGER SUB, INC. and VIDLER WATER RESOURCES, INC. dated as of April 13, 2022Agreement and Plan of Merger • April 14th, 2022 • Vidler Water Resources, Inc. • Real estate • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of April 13, 2022 by and among Vidler Water Resources, Inc., a Delaware corporation (the “Company”), D.R. Horton, Inc., a Delaware corporation (“Parent”), and Potable Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
ANDStock Purchase Agreement • April 10th, 2003 • Pico Holdings Inc /New • Fire, marine & casualty insurance • California
WARRANT AGREEMENT DATED AS OF [__], 20___Securities Warrant Agreement • November 14th, 2014 • Pico Holdings Inc /New • Real estate • New York
WHEREAS, the Company has entered into an indenture dated as of [ (the “Senior Indenture”), with , as trustee (such trustee, and any successors to such trustee, herein called the “Senior Trustee”), providing for the issuance from time to time of its unsubordinated debt securities, to be issued in one or more series as provided in the Senior Indenture (the “Debt Securities”);] [ (the “Subordinated Indenture”), with , as trustee (such trustee, and any successors to such trustee, herein called the “Subordinated Trustee”), providing for the issuance from time to time of its subordinated debt securities, to be issued in one or more series as provided in the Subordinated Indenture (the “Debt Securities”);]
Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 7.08 (a)(2) 7.08 (a)(3) Not applicable (a)(4) Not applicable (a)(5) 7.08 (b) 7.09 (c) Not applicable 311 (a) * (b) * (c) Not applicable 312 (a) 5.01 (b) * (c) * 313 (a) 5.03 (b)(1) Not...Indenture • June 6th, 2012 • Pico Holdings Inc /New • Real estate • New York
WHEREAS, the Company has duly authorized the issue from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities ”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
AGREEMENT ---------Pico Holdings Inc /New • February 17th, 1999 • Fire, marine & casualty insurance • Illinois
RECITALSEmployment Agreement • February 25th, 2005 • Pico Holdings Inc /New • Security & commodity brokers, dealers, exchanges & services • California
1 EXHIBIT 2.5 PURCHASE AND SALE AGREEMENT BY, BETWEEN AND AMONG NEVADA LAND AND RESOURCE COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE "COMPANY"), GLOBAL EQUITY CORPORATION, AN ONTARIO, CANADA CORPORATION ("GLOBAL"), WESTERN WATER COMPANY, A...Purchase and Sale Agreement • April 30th, 1997 • Pico Holdings Inc /New • Fire, marine & casualty insurance • California
Expiration Date: March 27, 2000 ______________________________________ unless extended Number of Shares You May Subscribe For at the sole discretion of the Company PICO HOLDINGS, INC. SUBSCRIPTION AGREEMENT FOR RIGHTS OFFERING OF SHARES OF COMMON...Pico Holdings Inc /New • February 4th, 2000 • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2018 • Pico Holdings Inc /New • Real estate • Nevada
This Employment Agreement (the “Agreement”) is made and entered into by and between Dorothy Timian-Palmer (“Executive”) and PICO Holdings, Inc. (the “Company”), effective as of August 6, 2018 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2009 • Pico Holdings Inc /New • Real estate • California
This Employment Agreement (the “Agreement”) is entered into as of March 3, 2009, by and between PICO Holdings, Inc., a California corporation (the “Company”), and Damian C. Georgino (“Executive”).
UCP, INC.,as IssuerTHE SUBSIDIARY GUARANTORS PARTIES HERETO 8.5% Senior Notes due 2017 INDENTURE Dated as of October 21, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteePico Holdings Inc /New • October 24th, 2014 • Real estate • New York
INDENTURE, dated as of October 21, 2014 (this “Indenture”), among UCP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 9th, 2017 • Pico Holdings Inc /New • Real estate • Delaware
THIS INDEMNITY AGREEMENT is made and entered into as of __________________ by and between PICO HOLDINGS, INC., a Delaware corporation (the “Corporation”), and _____________ (the “Indemnitee”).
PICO Holdings, Inc. 694,444 Shares Common Stock ($0.001 par value) Underwriting AgreementPico Holdings Inc /New • June 10th, 2009 • Real estate • New York
Introductory. PICO Holdings, Inc., a California corporation (“Company”), proposes to issue and sell (the “Offering”) to ThinkEquity LLC (the “Underwriter”) an aggregate of 694,444 shares of the Company’s Common Stock, par value $0.001 (the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2005 • Pico Holdings Inc /New • Real estate • California
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 1, 2006, by and between PICO Holdings, Inc., a diversified investment company formed under the laws of the state of California (“Company”), and Ronald Langley (“Employee”).
PICO HOLDINGS, INC. SEVERANCE AGREEMENTSeverance Agreement • August 9th, 2012 • Pico Holdings Inc /New • Real estate • California
This Severance Agreement (the “Agreement”) is made and entered into by and between John T. Perri (“Executive”) and PICO Holdings, Inc. (the “Company”), effective as of August 6, 2012, (the “Effective Date”).
AGREEMENTAgreement • March 30th, 2017 • Pico Holdings Inc /New • Real estate • Delaware
San Jose, California, March 30, 2017 UCP, Inc. (NYSE: UCP) together with the Company’s largest shareholder, PICO Holdings, Inc. (NASDAQ: PICO), today announce an agreement to nominate Keith M. Locker to the board of directors. In connection with the addition of Mr. Locker the number of directors on the UCP Board will increase from six to seven members, effective as of immediately prior to the 2017 Annual Meeting of Stockholders of UCP.
PICO HOLDINGS, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • March 14th, 2016 • Pico Holdings Inc /New • Real estate • California
This Amended and Restated Severance Agreement (the “Agreement”) is made and entered into by and between Maxim C.W. Webb (“Executive”) and PICO Holdings, Inc. (the “Company”), effective as of March 11, 2016 (the “Effective Date”).
BONUS PLANBonus Plan • February 25th, 2005 • Pico Holdings Inc /New • Security & commodity brokers, dealers, exchanges & services
TRUST FOR PICO DEFERRED HOLDINGS, LLC EXECUTIVE DEFERRED COMPENSATIONExecutive Deferred Compensation • March 1st, 2010 • Pico Holdings Inc /New • Real estate • California
This Agreement made this 25th day of November, 2008, by and between PICO Deferred Holdings, LLC (“PICO”) and Union Bank of California, N.A. (“Trustee”);
SETTLEMENT AGREEMENTSettlement Agreement • March 18th, 2016 • Pico Holdings Inc /New • Real estate • California
This AGREEMENT, dated as of March 18, 2016 (this “Agreement”), is made and entered into by PICO Holdings, Inc., a California corporation (“PICO” or the “Company”), and each of the other persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investors” or “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $0.001 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Pico Holdings Inc /New • Real estate • California
This Amended and Restated Employment Agreement dated December 24, 2014 (''Agreement") is made by and between PICO Holdings, Inc., a diversified holding company formed under the laws of the state of California ("Company"), and John R. Hart ("Employee"). This Agreement shall take effect on December 24, 2014 (the “Effective Date”) and as of the Effective Date shall supersede and replace in its entirety the Amended and Restated Employment Agreement between the Company and Employee dated October 12, 2011.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2007 • Pico Holdings Inc /New • Real estate • California
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2007 among PICO Holdings, Inc., a California corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
PICO DEFERRED HOLDINGS, LLC DEFERRED COMPENSATION PLAN EFFECTIVE AS OF JANUARY 1, 2009Pico Holdings Inc /New • March 1st, 2010 • Real estate • California
Whereas, PICO Holdings, Inc., a diversified holding company formed under the laws of the state of California, (“PICO”) established a nonqualified deferred compensation plan as of December, 2004 to reflect certain deferral arrangements with certain executive management employees, and with certain nonemployee directors (the “Plan”);
ContractSection 382 Rights Agreement • July 24th, 2017 • Pico Holdings Inc /New • Real estate • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of July 24, 2017 (this “Agreement”), is made and entered into by and between PICO HOLDINGS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
