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 Agre
