EXHIBIT 10.7
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of November __, 2002 (this "Agreement"),
made by Xxxxx Xxxxxxxxx ("Pledgor"), as the obligor hereunder, to Cadiz Inc., a
Delaware corporation ("Secured Party").
W I T N E S S E T H:
WHEREAS, Pledgor and Secured Party are parties to that Security
Agreement dated as of July 5, 2002 ("Security Agreement") securing a loan from
Secured Party to Pledgor in a principal amount up to $1,000,000 (the "Loan")
represented by a Promissory Note of even date therewith (the "Promissory
Note")(the Security Agreement and the Promissory Note are hereinafter
collectively referred to as the "Loan Documents");
WHEREAS, the Loan Documents provide for a pledge of collateral in the
form of certain of Pledgor's stock in the Secured Party (the "Pledged Stock")
equal to or greater than 133% of the outstanding principal and the then-accrued
interest due on the Loan (the "Collateral Minimum Amount");
WHEREAS, the value of the Pledgor's Pledged Stock has fallen below the
Collateral Minimum Amount and Pledgor is executing and delivering this Agreement
in order to provide collateral to Secured Party with an agreed upon value in
excess of the Collateral Minimum Amount;
WHEREAS, Pledgor is the owner of a limited partnership interest in 1334
Partners, L.P., a California limited partnership ("1334 Partners, L.P.") as
described on Schedule A attached hereto and made a part hereof;
WHEREAS, by means of this Agreement, Pledgor is pledging, as additional
collateral for the Loan, 25% of Pledgor's limited partnership interest in 1334
Partners, L.P. equating to a 24.60682% limited partnership interest in 1334
Partners, L.P., as described on Schedule A attached hereto and made a part
hereof (the "Pledged Partnership Interest");
WHEREAS, based up the most recent independent appraisal of the assets
of 1334 Partners, L.P., a 24.60682% interest in 1334 Partners, L.P. has a net
equity value of approximately $1 million to $1.5 million dollars, which when
combined with the value of the Pledged Stock will exceed the Collateral Minimum
Amount;
NOW, THEREFORE, in consideration of the foregoing, Pledgor hereby
agrees as follows:
SECTION 1. PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST. Pledgor
hereby pledges, hypothecates and assigns to the Secured Party, and hereby grants
to the Secured
Party, a pledge and assignment of, and a security interest in, all of his right,
title and interest in and to the following (the "Collateral"):
(a) All interests now owned or hereafter acquired by Pledgor
in and to the Pledged Partnership Interest and all rights related thereto,
including, without limitation, (i) all rights of Pledgor as an owner of the
Pledged Partnership Interest under the partnership agreement of 1334 Partners,
L.P. (the "Partnership Agreement") and all rights to receive distributions,
cash, instruments and other property from time to time receivable or otherwise
distributable in respect of the Pledged Partnership Interest, (ii) all rights of
Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty
with respect to the Pledged Partnership Interest, (iii) all claims of Pledgor
for damages arising out of or for breach of or default under the Partnership
Agreement with respect to the Pledged Partnership Interest, (iv) any and all
rights of Pledgor to terminate the Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to compel performance and
otherwise exercise all remedies thereunder with respect to the Pledged
Partnership Interest, (v) all rights of Pledgor as a holder of the Pledged
Partnership Interest to any property and assets of the 1334 Partners, L.P.
(whether real property, inventory, equipment, contract rights, accounts,
receivables, general intangibles, securities, instruments, chattel paper,
documents, chooses in action or otherwise), and (vi) all certificates or
instruments evidencing ownership of the Pledged Partnership Interest; and
(b) to the extent not included in the foregoing, all proceeds
of any and all of the foregoing (including, without limitation, proceeds that
constitute property of the types described above).
SECTION 2. SECURITY FOR SECURED OBLIGATIONS. This Agreement secures the
prompt and complete payment of the Loan and the performance of all obligations
of the Pledgor now or hereafter existing under the Loan Documents (the "Secured
Obligations").
SECTION 3. PLEDGOR REMAINS LIABLE. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Partnership Agreement
and the other contracts and agreements included in the Collateral to the extent
set forth therein to perform all of his duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by the
Secured Party of any of the rights hereunder shall not release Pledgor from any
of his duties or obligations under the contracts and agreements included in the
Collateral and (c) the Secured Party shall not have any obligation or liability
under the contracts and agreements included in the Collateral or otherwise by
reason of this Agreement, nor shall the Secured Party be obligated to perform
any of the obligations or duties of Pledgor thereunder or to take any action to
collect or enforce any claim assigned hereunder.
SECTION 4. DELIVERY OF COLLATERAL. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the Secured Party pursuant hereto and shall be in
suitable form for transfer by delivery, or
shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to the Secured Party. The Secured
Party shall have the right, upon the occurrence and continuance of a default
under the Loan Documents or this Agreement, which default has not been cured
within the applicable cure period, in its discretion, to transfer to or to
register in the name of the Secured Party or any of its nominees any or all of
the Collateral, subject only to compliance with requirements of law, the terms
and conditions of the Loan Documents and the provisions applicable to a transfer
of a limited partnership interest set forth in Section 14.2.3; provided,
however, that Secured Party shall not become a substituted limited partner of
1334 Partners L.P. unless the provisions of Section 14.3(b), in addition to the
provisions of Section 14.2.3, of the Partnership Agreement are also met.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants as follows:
(a) Pledgor is the sole legal and beneficial owner of the
Pledged Partnership Interest assigned by him hereunder, which he owns free and
clear of any liens, encumbrances and other security interests, except such
liens, encumbrances and other security interests as (i) arise under this
Agreement or (ii) are disclosed in writing and approved by the Secured Party
("Permitted Liens").
(b) Subject to the consent of the general partner of 1334
Partners L.P. to the (i) pledge of the security interest hereunder as required
by Section 14.2.1 of the Partnership Agreement and (ii) any later sale or
transfer of the Pledged Partnership Interest as required by Sections 14.2.1 and
14.2.2, which consents are set forth on the signature page of this Agreement,
Pledgor has the authority to execute, deliver and perform the obligations of
pledgor under this Agreement and Pledgor's execution of this Agreement will not
conflict with the terms, covenants, conditions or provisions of, or constitute a
default under any contract to which Pledgor is a party or violate any laws
affecting Pledgor.
(c) Pledgor has duly executed and delivered this Agreement and
this Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.
(d) Subject to the consent of the general partner of 1334
Partners L.P. to the (i) pledge of the security interest hereunder as required
by Section 14.2.1 of the Partnership Agreement and (ii) any later sale or
transfer of the Pledged Partnership Interest as required by Sections 14.2.1 and
14.2.2, which consents are set forth on the signature page of this Agreement, no
governmental approval or approval of any other person (except such as have been
duly obtained, made or given, and are in full force and effect) is required to
authorize, or is required in connection with (i) the execution, delivery or
performance of this Agreement by Pledgor or the consummation of any of the
transactions contemplated hereby, (ii) the legality, validity, binding effect or
enforceability of this Agreement or the perfection and maintenance of the
security interest created hereby (including the first priority nature of such
security interest) or (iii) for the exercise by the Secured Party of the voting
or other rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement.
(e) The Partnership Agreement, a true and complete copy of
which has been furnished to the Secured Party, has been duly authorized,
executed and delivered by Pledgor and is in full force and effect and is binding
upon and enforceable against Pledgor in accordance with its terms. There exists
no default under the Partnership Agreement.
(f) This Agreement creates a valid security interest in the
Collateral purported to be pledged and assigned by Pledgor hereunder securing
the payment of the Secured Obligations.
(g) The security interest created by this Agreement in the
Collateral described in clause (a) of Section 1 hereof has been registered in
the name of the Secured Party in the register maintained for such purpose at the
chief executive office and principal place of business of 1334 Partners, L.P.
and, to the extent that such Collateral constitutes "uncertificated securities"
(as defined in the UCC), such security interest is perfected under the UCC and,
as so perfected, is a first priority security interest.
(h) Pledgor's principal residence is in the State of
California and his address for purposes of notices under this Agreement is the
address shown on the signature page hereof.
(i) There are no conditions precedent to the effectiveness of
this Agreement that have not been satisfied or waived.
(j) No part of the Collateral is subject to the terms of any
agreement restricting the sale or transfer of such Collateral, except for the
Partnership Agreement and the Loan Documents.
(k) There is no (i) injunction, writ, preliminary restraining
order or order of any nature issued by an arbitrator, court or other
governmental authority against Pledgor in connection with the transactions
provided for herein, or (ii) action, suit, arbitration, litigation,
investigation or proceeding of or before any arbitrator or governmental
authority pending against Pledgor or, to Pledgor's knowledge, threatened against
Pledgor which would reasonably be expected to materially adversely affect the
right or ability of Pledgor to fulfill his obligations under this Agreement.
SECTION 6. COVENANT AS TO COLLATERAL. Pledgor agrees that, during the
duration of the Secured Party's security interest, he shall not sell, assign (by
operation of law or otherwise) or otherwise dispose of any of the Collateral, or
create or suffer to exist any
lien upon or with respect to any of the Collateral, except for the pledge,
assignment, hypothecation and security interest created by this Agreement and
any Permitted Liens.
SECTION 7. VOTING RIGHTS; DISTRIBUTIONS, ETC. So long as no default
shall occur and be continuing under the Loan Documents and this Agreement,
Pledgor shall be entitled to receive free and clear of the interest of the
Secured Party granted under this Agreement all payments and other distributions
receivable by it under the Partnership Agreement pertaining to the Pledged
Partnership Interest, and shall be entitled to exercise any and all management,
voting and other partnership rights pertaining to any Collateral including but
not limited to the Pledged Partnership Interest for any purpose not inconsistent
with the terms of this Agreement or the Loan Documents; provided, however, that
Pledgor shall exercise, or refrain from exercising, any such right if such
action or inaction would have a material adverse effect on the attachment,
perfection, creation or priority of the security interest in the Collateral or
any part thereof as herein granted.
SECTION 8. RECORDS. Pledgor shall keep his records concerning the
Collateral and original copies of the Partnership Agreement and of all other
chattel paper which evidence the Collateral, at his address specified on the
signature page hereof. Pledgor will hold and preserve such records and will
permit representatives of the Secured Party at any time, upon reasonable prior
notice, during normal business hours to inspect and make abstracts from such
records.
SECTION 9. AS TO THE PARTNERSHIP AGREEMENT. (a) Pledgor shall at his
expense perform and observe all the terms and provisions to be performed or
observed by him under the Partnership Agreement, maintain the Partnership
Agreement in full force and effect, enforce the Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the Secured Party.
(b) Pledgor shall not:
(i) cancel or terminate the Partnership Agreement or
consent to or accept any
cancellation or termination thereof;
(ii) amend or otherwise modify in a material respect
the Partnership Agreement; or
(iii) waive any material default under or material
breach of the Partnership
Agreement.
SECTION 10. SECURED PARTY. Pledgor hereby appoints the Secured Party as
Pledgor's attorney in fact, with full authority in the place and stead of
Pledgor and in the name of Pledgor or otherwise, from time to time in the
Secured Party's discretion at any time that a default under the Loan Documents
or this Agreement shall have occurred and be continuing and not cured within the
applicable cure period, to take any action and to
execute any instrument which the Secured Party may deem necessary or advisable
to accomplish the purposes of this Agreement, including, without limitation, to
ask, demand, collect, xxx for, recover, compound, receive and give acceptance
and receipts for moneys due and to become due under or in connection with the
Collateral, to receive, indorse, and collect any drafts or other instruments,
documents and chattel paper in connection therewith, and to file any claims or
financing statements under the Uniform Commercial Code or otherwise or take any
action or institute any proceedings which the Secured Party may deem to be
necessary or desirable for the collection thereof or to enforce compliance with
the terms and conditions of the Partnership Agreement. Such appointment is
coupled with an interest and is irrevocable. Prior to the time a default under
the Loan Documents or this Agreement shall have occurred and be continuing after
the expiration of any applicable cure period, the Secured Party may file one or
more financing statements under the Uniform Commercial Code provided that the
Pledgor has provided his prior written consent to the filing thereof.
SECTION 11. SECURED PARTY MAY PERFORM. If Pledgor fails to perform any
agreement contained herein, the Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of the Secured Party incurred
in connection therewith shall be payable by Pledgor under Section 16(b).
SECTION 12. SECURED PARTY'S DUTIES. The powers conferred on the Secured
Party hereunder are solely to protect its interest in the Collateral and shall
not impose any duty upon it to exercise any such powers. Except for the safe
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Secured Party shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral and no
such duties shall be implied as arising hereunder.
SECTION 13. REMEDIES. Upon the occurrence of a default under the Loan
Documents or this Agreement, which default has not been cured after 10 days
notice thereof to Pledgor, one or more of the following remedies may be applied,
which application is at the discretion of the Secured Party:
(a) All rights of Pledgor to exercise or refrain from
exercising the voting and other consensual rights which he would otherwise be
entitled to exercise under Section 7 shall thereupon become exercisable by the
Secured Party, acting in good faith, who shall have the sole right to exercise
or refrain from exercising such voting and other consensual rights unless and
until such default ceases to exist.
(b) All rights of Pledgor to receive the distributions which
he would otherwise be authorized to receive and retain pursuant to under Section
7 shall become exercisable by the Secured Party who shall thereupon have the
sole right to receive and hold as Collateral such distributions unless and until
such default ceases to exist.
(c) All distributions which are received by Pledgor contrary
to the provisions of clause (b), above, shall be received in trust for the
benefit of the Secured
Party, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the Secured Party as Collateral in the same form as so received
(with any necessary endorsement) for application to the Secured Obligations.
(d) The Secured Party may exercise any and all rights and
remedies of Pledgor under or in connection with the Partnership Agreement, the
Pledged Partnership Interest or otherwise in respect of the Collateral,
including, without limitation, any and all rights of Pledgor to demand or
otherwise require payment of any amount pertaining to the Pledged Partnership
Interest under, or performance of any provision of, the Partnership Agreement
and all rights of Pledgor to control the operation of 1334 Partners, L.P. to the
extent of the Pledged Partnership Interest.
(e) The Secured Party may sell or otherwise assign or
otherwise dispose of under one or more contracts or as an entirety, and without
the necessity of gathering at the place of sale the property to be sold, and in
general in such manner, at such time or times, at such place or places and on
such terms as the Secured Party may, upon written direction in compliance with
any mandatory requirements of any requirement of law, determine to be
commercially reasonable subject to the securities law compliance requirements of
Section 14.2.3 and provided, however, that any transferee of the Collateral
shall not become a substituted limited partner of 1334 Partners L.P. (but rather
only an assignee of the economic interest of the Pledged Partnership Interest)
unless the provisions of Section 14.3(b) of the Partnership Agreement, in
addition to the requirements of Section 14.2.3, are also met. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of the Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the lesser of the intended sale price or
other consideration so specified or the amount owed by Pledgor under the Loan
Documents or this Agreement. To the extent permitted by requirements of law, the
Secured Party may bid for and become the purchaser of the Collateral or any item
thereof, offered for sale in accordance with this Section 13. If, under
mandatory requirements of any requirement of law, the Secured Party shall be
required to make disposition of the Collateral within a period of time which
does not permit the giving of notice to Pledgor as hereinabove specified, the
Secured Party need give Pledgor only such notice of disposition as shall be
reasonably practicable in view of such mandatory requirements of any requirement
of law.
(f) All payments made under or in connection with, or proceeds
realized from, the Partnership Agreement, the Pledged Partnership Interests, or
otherwise in respect of the Collateral and received by the Secured Party shall
be applied in whole or in part by the Secured Party against the Secured
Obligations.
(g) The Secured Party may exercise any one or more of the
rights and remedies available under the California Uniform Commercial Code and
other applicable
law in any order determined by Secured Party in its discretion consistent with
the requirements of this Agreement and such applicable law.
SECTION 14. REMEDIES CUMULATIVE. The rights, powers and remedies herein
or in any of the Loan Documents expressly provided are cumulative and not
exclusive of any rights, powers or remedies which the Secured Party would
otherwise have.
SECTION 15. DISCONTINUANCE OF PROCEEDINGS. In case the Secured Party
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale or otherwise, and such proceeding shall have
been discontinued or abandoned for any reason, then and in every such case
Pledgor, the Secured Party shall be restored to their former positions and
rights hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the Secured
Party shall continue as if no such proceeding had been instituted.
SECTION 16. INDEMNITY AND EXPENSES.
(a) Pledgor agrees to indemnify and hold harmless the Secured Party
from and against any and all claims, losses and liabilities arising out of or
resulting from the Collateral or Pledgor's pledge and assignment under this
Agreement (including, without limitation, enforcement against Pledgor of this
Agreement), except claims, losses or liabilities resulting from the Secured
Party's negligence or willful misconduct.
(b) Pledgor will upon demand pay to the Secured Party the amount of any
and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Secured Party may incur in
connection with (i) the sale of, collection from, or other realization upon, any
of the Collateral of Pledgor, (ii) the exercise or enforcement (whether through
negotiations, legal proceedings or otherwise) of any of the rights of the
Secured Party hereunder against Pledgor or (iii) the failure by Pledgor to
perform or observe any of the provisions hereof.
SECTION 17. SECURITY INTEREST ABSOLUTE. All rights of the Secured Party
and the assignment, hypothecation and security interest hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional, to the
extent permitted by applicable law.
SECTION 18. AMENDMENT; WAIVER. No amendment or waiver of any provision
of this Agreement shall be effective unless the same shall be undertaken and
accomplished in accordance with the requirements of the Loan Documents. No delay
on the part of the Secured Party in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial waiver by
such Secured Party of any right, power or remedy preclude any further exercise
thereof, or the exercise of any other right, power or remedy.
SECTION 19. ADDRESSES FOR NOTICES. All notices, requests and other
communications to Pledgor or the Secured Party shall be in writing (including
telecopy or
similar teletransmission or writing) and shall be given, in the case of Pledgor
to his address, or telecopy number set forth on the signature page hereof with a
concurrent copy to Xxxxxxx X. Xxxxxxx, Esq., Xxxxxxx, Xxxxx & Xxxxxxx, 00000
Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, and in the case of
the Secured Party, at its principal place of business located at 000 Xxxxxxxx
Xxxxxxxxx, 00xx Xxxxx, Xxxxx Xxxxxx, XX 00000 or such other address or telecopy
number as each party may hereafter specify by notice to such other party. Each
such notice, request or other communication shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified on
the signature page hereof and receipt thereof is confirmed in writing, or (ii)
if given by any other means (including, without limitation, by air courier),
when delivered at the address specified herein.
SECTION 20. CONTINUING ASSIGNMENT, PLEDGE AND SECURITY INTEREST. This
Agreement shall create a continuing pledge, assignment of, hypothecation of and
security interest in the Collateral and shall (i) remain in full force and
effect until the earlier of (A) the Loan, together with interest, and any other
Secured Obligations are paid in full, or (B) the fair market value of the
Pledged Stock for 20 consecutive trading days is in excess of 175% of the amount
due under the Loan (valuing each share of Pledged Stock or unit at the quoted
closing price of the Secured Party's shares of common stock on the Nasdaq
National Stock Market for any given trading day), (ii) be binding upon Pledgor,
his successors and assigns, provided, that Pledgor may not transfer or assign
any or all of his rights or obligations hereunder without the prior written
consent of the Secured Party, and (iii) inure to the benefit of, and be
enforceable by, the Secured Party, and its successors, transferees and assigns.
Upon the payment in full of the Secured Obligations, the security interest
granted hereby shall terminate and all rights to the Collateral shall revert to
Pledgor, subject to the provisions for prior release of the Collateral as
provided in (i)(B) above. Upon any such termination, the Secured Party will, at
Pledgor's expense, execute and deliver to Pledgor such documents including UCC
termination statements as Pledgor shall reasonably request to evidence such
termination.
SECTION 21. SEVERABILITY. Any provision hereof that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of any provision in any other jurisdiction.
SECTION 22. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT
TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE
AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
CALIFORNIA. UNLESS OTHERWISE DEFINED HEREIN OR IN THE LOAN DOCUMENTS, TERMS USED
IN ARTICLE 9 OF THE CALIFORNIA UCC ARE USED HEREIN AS THEREIN
DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR AND THE SECURED PARTY IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING
IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF
THE STATE OF CALIFORNIA.
SECTION 23. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
SECTION 24. REPRESENTATION BY COUNSEL. Pledgor acknowledges that he has
been advised, and has had ample opportunity, to obtain his own independent
counsel in order to review with him the legal consequences and implications of
entering into this Agreement.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.
PLEDGOR
/s/ Xxxxx Xxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxx
Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000
SECURED PARTY
Cadiz Inc., a Delaware corporation
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Hutchison______
Title: Director & Chairman of the
Compensation Committee
CONSENT OF GENERAL PARTNER OF 1334 PARTNERS, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
The undersigned, general partner of 1334 Partners, L.P., a California
limited partnership, hereby consents, in accordance with Section 14.2 of the
Partnership Agreement, to (i) the pledge by the Pledgor under the foregoing
Pledge Agreement, of a security interest in the limited partnership interest
represented by the Pledged Partnership Interest, and (ii) to the sale or
transfer of the Pledged Partnership Interest or part of that interest in
accordance with the terms of the Pledge Agreement. Said consent is pursuant to
Sections 14.2.1 and 14.2.2 of the Partnership Agreement. Any transferee of all
or a part of the Pledged Partnership Interest is still required to meet the
securities law requirements of Section 14.2.3, and, should that transferee seek
to become a substituted limited partner of 1334 Partners, L.P., such transferee
must meet the requirements of Section 14.3(b) in addition to the requirements of
Section 14.2.3 of the Partnership Agreement.
Parkview Properties, Inc., a California
corporation
/s/ Xxxxx Xxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxx
Title: President
SCHEDULE A
Pledgor's Total Limited Partnership Interest
in 1334 Partners, L.P.: 98.42728%
25% of Pledgor's Total Limited Partnership
Interest pledged pursuant to this Agreement: 24.60682%
PLEDGED PARTNERSHIP INTEREST: 24.60682% INTEREST
IN 1334 PARTNERS,
L.P.
