AMENDMENT/TERMINATION OF RIGHTS AGREEMENT
This AMENDMENT/TERMINATION OF RIGHTS AGREEMENT ("Amendment")
is entered into as of March , 2004 by and between Cadiz
Inc., a Delaware corporation ("Company"), and Continental Stock
Transfer & Trust Company, as Rights Agent ("Rights Agent"). The
parties to this Amendment are hereinafter sometimes referred to
collectively as the "Parties".
RECITALS:
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WHEREAS, the Parties have entered into a Rights Agreement,
dated as of May 11, 1999 (the "Rights Agreement"), by and between
the Company and the Rights Agent; and
WHEREAS, the Parties wish to amend the Rights Agreement in
order to terminate the Rights Agreement; and
WHEREAS, Section 26 of the Rights Agreement provides that
for so long as the Rights (as defined in the Rights Agreement)
are then redeemable, the Company may in its sold and absolute
discretion, and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights
Agreement in any respect without the approval of any holders of
Rights or common shares; and
WHEREAS, the Rights are currently redeemable pursuant to the
terms and conditions of the Rights Agreement; and
WHEREAS, Section 26 of the Rights Agreement provides further
that upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of Section 26 of the
Rights Agreement, the Rights Agent shall execute such supplement
or amendment; and
WHEREAS, currently herewith the Company has provided to the
Rights Agent a certificate meeting the requirements of Section 26
of the Rights Agreement;
NOW THEREFORE, in consideration of the above recitals, the
promises and the mutual representations, warranties, covenants
and agreements herein contained, the Parties hereby agree as
follows:
1. AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT. Section
35 is hereby added to the Rights Agreement to read in full as
follows:
"Section 35. IMMEDIATE TERMINATION OF AGREEMENT; NO
FURTHER FORCE AND EFFECT. This Agreement is hereby terminated in
its entirety, effective immediately. Upon such termination, all
Rights shall be deemed canceled, with no further force and
effect. Upon such termination, no party shall have any rights,
duties, or obligations whatsoever pursuant to this Agreement or
pursuant to any Rights previously issued pursuant to this
Agreement, other than any obligations of the Company to the
Rights Agent pursuant to Section 18 of this Agreement, which
shall survive the termination of this Agreement.
IN WITNESS WHEREOF, each of the Parties has caused this
Amendment/Termination to be executed and delivered by their duly
authorized officers as of the date first above written.
CADIZ INC.
By:
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Name:
Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
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Name:
Title: