0000727273-13-000008 Sample Contracts

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CADIZ INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Indenture Dated as of March 5, 2013
Indenture • March 15th, 2013 • Cadiz Inc • Water supply • New York

INDENTURE dated as of March 5, 2013 between Cadiz Inc., a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee.

EXCHANGE AGREEMENT
Exchange Agreement • March 15th, 2013 • Cadiz Inc • Water supply • California

This Exchange Agreement (the “Agreement”) is made as of March 4, 2013 by and among LC Capital Master Fund, Ltd. (“LC Capital”), Milfam II LP and Water Asset Management Managed Account #1, L.L.C. (together, the “Holders”) and Cadiz Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT OF CADIZ REAL ESTATE LLC
Limited Liability Company Agreement • March 15th, 2013 • Cadiz Inc • Water supply

This AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) is entered into as of March 5, 2013. The parties to this Amendment are hereinafter sometimes referred to collectively as the "Parties".

Cadiz, Inc. 7% Convertible Senior Notes PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 15th, 2013 • Cadiz Inc • Water supply • California
PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 15th, 2013 • Cadiz Inc • Water supply • California

This Private Placement Purchase Agreement (the “Agreement”) is made as of March 4, 2013 by and among the parties set forth on Exhibit A hereof (together, the “Purchasers”) and Cadiz, Inc. (the “Company”).

On Cadiz Inc. Letterhead] January 9, 2013 Brownstein, Hyatt Farber and Schreck Santa Barbara, CA, 93101 Re: Cadiz Inc. and Cadiz Real Estate LLC – Revised Terms of Engagement Dear Sirs: On behalf of Cadiz Inc. ("Cadiz"), this letter will set forth the...
Terms of Engagement • March 15th, 2013 • Cadiz Inc • Water supply

This letter will amend and supersede the terms of engagement set forth in our prior engagement letter dated November 24, 2008 (the “2008 Letter”) as to the matters described in the 2008 Letter.

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