Exhibit 10.1


 


 


 





FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


THIS FIFTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 29, 2016 (this “Amendment”), is entered into
by and among Cadiz Inc., a Delaware corporation (“Cadiz,” or the “Company”), Cadiz Real Estate
LLC, a Delaware limited liability company (“CRE,” and collectively
with the Company, the “Borrowers”), MSD Credit Opportunity Master Fund, L.P. (“MSD”), as
a Lender, the other Lenders and Wells Fargo Bank, National Association, as agent for the Lenders (the “Agent”).
Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement (as defined below).


RECITALS:


WHEREAS,
the Borrowers, the Lenders party thereto and LC Capital Master Fund, Ltd., as agent (“LC Capital”), entered
into an Amended and Restated Credit Agreement, dated as of March 5, 2013 (the “March 2013 Credit Agreement”);


WHEREAS, (i)
the Borrowers, LC Capital, MSD, and the Agent entered into an Amendment Agreement, dated as of October 30, 2013 (the “Amendment
Agreement”), pursuant to which the parties thereto amended and restated the March 2013 Credit Agreement, (ii) the Borrowers,
the Lenders and the Agent entered into the First Amendment to the Amended and Restated Credit Agreement, dated as of November 23,
2015 (“Amendment No. 1”), (iii) the Borrowers, the Lenders and the Agent entered into the Second Amendment to
the Amended and Restated Credit Agreement and Partial Subordination of Collateral, dated as of February 8, 2016, (“Amendment
No. 2”), (iv) the Borrowers, the Lenders and the Agent entered into the Third Amendment to the Amended and Restated Credit
Agreement, dated as of March 4, 2016 (“Amendment No. 3”) and (v) the Borrowers, the Required Lenders and the
Agent entered into the Fourth Amendment to the Amended and Restated Credit Agreement, dated as of April 28, 2016 (“Amendment
No. 4”). The March 2013 Credit Agreement as amended by the Amendment Agreement, Amendment No. 1, Amendment No. 2, Amendment
No. 3 and Amendment No. 4 is herein referred to as the “Credit Agreement”;


WHEREAS, prior
to the date hereof, the Borrowers paid the Extension Fee required under Section 4 of the Credit Agreement and the Maturity Date
was extended in accordance with the terms of the Credit Agreement; and


WHEREAS, the
Borrowers have requested, and the Lenders are willing, to amend the Credit Agreement to (i) permit the Borrowers to satisfy all
or any portion of their cash interest payment obligations through the issuance of shares of the Common Stock of the Company and
(ii) further extend the Maturity Date of the Loans to September 28, 2019.


Accordingly, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:






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ARTICLE
I



AMENDMENTS TO CREDIT AGREEMENT


Effective as of the
Effective Date (as defined below in Article II), the Credit Agreement is hereby amended as follows:


(a)               
Section 1.1 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical
order therein:


“Aggregation
Date”: as defined in Section 2.4(g).


“beneficial
owner” and “beneficially own”: as defined under Section 13(d) of the Exchange Act.


“Beneficial
Ownership Limitation”: as defined in Section 2.4(f)(i).


“Company”:
Cadiz Inc., a Delaware corporation.


“Equity
Conditions”: (a) the Borrowers shall have paid all other amounts owing to the Agent and the Lenders in respect of this
Agreement, (b) the Company shall have on file with the Commission an effective Fifth Amendment Registration Statement and the Commission
shall not have issued any stop order suspending the effectiveness of such registration statement or initiated any proceedings for
that purpose, (c) as of any applicable Interest Payment Date, the applicable Interest Share Issuance shall not require the recipient
to obtain or make prior to the receipt of such Interest Share Issuance any consent, approval, license, permit, order or authorization
of, registration, declaration or filing with, or notice to, any Governmental Authority in respect of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations thereunder (such condition under clause (c), the “HSR
Condition”), (d) the Common Stock shall be trading on a Trading Market and all of the shares issued in connection herewith
shall be listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common
Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) the Company shall have filed in a timely
manner all of its SEC Reports, (f) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common
Stock for an Interest Share Issuance in respect of an applicable Interest Payment Date and, if such condition is applied as of
an Interest Share Election Date, such date treated as through it were and Interest Payment Date, (g) there shall be no existing
Default or Event of Default, (h) the applicable Lender shall not be in possession of any information provided by the Company that
constitutes, or may constitute, material non-public information and (i) the 10-Day VWAP in respect of the primary Trading Market
as of any applicable Interest Payment Date is not less than $1.00 per share of Common Stock.


“Exercise
Date”: as defined in the Warrant.


“Expiration
Date”: as defined in the Warrant.


“Fifth
Amendment”: that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of the Fifth Amendment Effective
Date and entered into by and among the Borrowers, the Agent and the Required Lenders.


“Fifth
Amendment Base Prospectus”: as defined in Section 2.4(h)(i).


“Fifth
Amendment Effective Date”: November 29, 2016.






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“Fifth
Amendment Issuances”: as defined in Section 2.4(h)(i).


“Fifth
Amendment Prospectus”: as defined in Section 2.4(h)(i).


“Fifth
Amendment Prospectus Supplement”: as defined in Section 2.4(h)(i).


“Fifth
Amendment Registration Statement”: as defined in Section 2.4(h)(i).


“First
Interest Share Issuance”: as defined in Section 2.4(e).


“HSR
Condition”: as defined in the definition of Equity Conditions.


“Initial
Exercise Date”: as defined in the Warrant.


“Interest
Payment Date”: as defined in Section 2.4(b).


“Interest
Share Election Date”: as defined in Section 2.4(e).


“Interest
Share Issuance”: as defined in Section 2.4(b).


“Interest
Share Issuance Amount”: as defined in Section 2.4(b).


“Interest
Share Issuance Notice”: as defined in Section 2.4(e).


“Maximum
Ownership Percentage” as defined in Section 2.4(f)(iv).


“Outstanding”:
when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued
and actually outstanding shares of Common Stock, except shares then owned or held by or for the account of the Company or any Subsidiary,
and shall include all shares issuable in respect of outstanding scrip or any certificates representing fractional interests in
shares of Common Stock. In determining the number of shares of Common Stock Outstanding for purposes of Section 2.4(f) and the
number of shares that a Lender may at any time acquire pursuant to the Beneficial Ownership Limitation and the other terms of Section
2.4(f), each Lender shall give effect to the last sentence of Rule 13d-3(d)(1)(i) as promulgated under the Exchange Act, and each
Lender may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Commission, as the case may be, (y) a more recent public announcement
by the Company or (z) a more recent notice by the Company or its transfer agent to the applicable Lender setting forth the number
of shares of Common Stock then outstanding.


“Ownership
Notice”: as defined in Section 2.4(f)(ii).


“Related
Issuances”: as defined in Section 2.4(g).


“Rule
462(b) Registration Statement”: as defined in Section 2.4(h)(i).


“Stockholder
Approval”: means the approval by the stockholders of the Company for purposes of terminating the issuance cap in respect
of shares of Common Stock set forth in Section 2.4(g) hereof.


“Trading
Market”: any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


“Warrant”:
a warrant in the form of Exhibit M executed by the Company.






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“Warrant
Stock”: as defined in the Warrant.


(b)              
Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Accreted Loan Value”
in its entirety as follows:


“Accreted
Loan Value”: as of the date of determination, the outstanding principal amount of the applicable Loan, plus all accreted
interest, if any, which shall be added to such Loan as of the calendar day immediately prior to such date of determination. For
the avoidance of doubt, interest accruing pursuant to Section 2.4(b)(ii), which is payable in cash or shares, shall not be added
to the principal amount of the Loan and shall not increase Accreted Loan Value, unless otherwise agreed pursuant to this Agreement.


(c)               
Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Holder Group” in
its entirety as follows:


“Holder
Group”: in respect of any Lender, any group in respect of Common Stock, where “group” has the meaning established
under Section 13(d) of the Exchange Act and the rules promulgated thereunder, if such Lender or any other Person having beneficial
ownership of Common Stock beneficially owned by such Lender is a member of such group.


(d)              
Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Maturity Date” in its
entirety as follows:


“Maturity
Date”: September 28, 2019.


(e)               
Section 2.2 of the Credit Agreement is hereby amended by deleting the word “respective” where it appears therein.


(f)               
Section 2.4(b) of the Credit Agreement is hereby amended by amending and restating the final sentence thereof as follows:


Interest accrued
pursuant to clause (ii) of the first sentence of this Section 2.4(b) shall be due and payable on each March 5, June 5, September
5 and December 5, beginning with June 5, 2016 (each, an “Interest Payment Date”), at the option of the Borrowers,
(x) in cash in immediately available funds to the Agent on behalf of the Lenders in accordance with each Lender’s Aggregate
Pro Rata Interest (and shall be remitted to the Lenders in accordance with Section 2.8) or (y) subject to Section 2.4(e), from
and after the December 5, 2016 Interest Payment Date, by the issuance on the applicable Interest Payment Date to each Lender a
number of shares of Common Stock (each, an “Interest Share Issuance”), rounded to the nearest whole number,
equal to such Lender’s Aggregate Pro Rata Interest of such accrued interest divided by the 10-Day VWAP in respect of the
primary Trading Market of the Common Stock and calculated as of the Interest Share Election Date (the "Interest Share Issuance
Amount"), provided, however, that if the Equity Conditions are not met as of the applicable Interest Payment Date, then
the Borrowers shall pay the interest due and payable on the applicable Interest Payment Date in cash pursuant to Section 2.4(b)(x),
provided, further, further, however, that if, on such Interest Payment Date, the Company notifies the applicable Lender and the
Agent that the HSR Condition with respect to such Lender is the only Equity Condition not met as of the applicable Interest Payment
Date, then, at the election of such Lender given to the Company and the Agent on or before such Interest Payment Date, (A) the
Borrowers shall pay some or all, at the election of such Lender, interest due and payable on the applicable Interest Payment Date
pursuant to clause (i) of this Section 2.4(b) and such interest shall be capitalized and added to the principal amount of the Loans
held by such Lender on the applicable Interest Payment Date without any further action on the part of any other Person or (B) the
Company and such Lender shall cooperate to satisfy the HSR Condition for up to sixty (60) days following such Interest Payment
Date (or with respect to the Interest Payment Date immediately preceding the Maturity Date, up to the Maturity Date) and notify
the Agent of such cooperation and (1) if the HSR Condition is satisfied within such sixty (60) day period (or with respect to the
Interest Payment Date immediately preceding the Maturity Date, by the Maturity Date), the Borrowers shall pay such interest in
an Interest Share Issuance Amount pursuant to an Interest Share Issuance as of the applicable Interest Payment Date within two
(2) Business Days after such Lender shall have notified the Borrower and the Agent that the HSR Condition shall have been satisfied,
or (2) if the HSR Condition is not satisfied by such sixtieth day (or with respect to the Interest Payment Date immediately preceding
the Maturity Date, by the Maturity Date), the Company shall notify the Agent and such Lender and such Lender shall be deemed to
have made an election to receive interest under the foregoing clause (A) of this Section 2.4(b) as of the applicable Interest Payment
Date.






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(g)              
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (e) thereto as follows:


Upon written notice to the applicable
Lenders and the Agent, which notice shall set forth the Interest Share Issuance Amount (an “Interest Share Issuance Notice”),
given five (5) Business Days prior to an Interest Payment Date (the “Interest Share Election Date”), so long
as the Equity Conditions (other than the HSR Condition, which shall apply only on Interest Payment Dates) are met as of such Interest
Share Election Date, the Company may elect to make an Interest Share Issuance in payment of the interest due for the interest period
preceding such Interest Payment Date. An Interest Share Issuance Notice shall be irrevocable and once given the Company shall be
obligated to deliver Common Stock in an amount equal to the Interest Share Issuance Amount on the applicable Interest Payment Date
except as otherwise provided herein. Failure to deliver such Interest Share Issuance Notice to the Lenders on the applicable Interest
Share Election Date shall be deemed an election by the Borrowers to pay the interest due on the applicable Interest Payment Date
in cash pursuant to Section 2.4(b)(x) except as otherwise provided herein. The Company and each applicable Lender shall enter into
an Interest Share Issuance Agreement in the form of Exhibit L hereto with respect to any Interest Share Issuance to be issued to
such Lender. Notwithstanding anything in this Section 2.4(e) to the contrary, with respect to the Interest Payment Date of December
5, 2016, the Lenders acknowledge that the Company has elected to make an Interest Share Issuance with an Interest Share Election
Date as of the Fifth Amendment Effective Date and for (x) an Interest Share Issuance Amount of 39,644 shares of Common Stock to
MSD, as a Lender, (y) an Interest Share Issuance Amount of 5,097 shares of Common Stock to MILFAM II L.P., as a Lender and (z)
an Interest Share Issuance Amount of 1,495 shares of Common Stock to WPI-CADIZ FARM CA, LLC., as a Lender, for an aggregate Interest
Share Issuance Amount of 46,236 shares of Common Stock to the Lenders referenced in clauses (x) through (z) herein and accordingly
the requirement of providing an Interest Share Issuance Notice as provided above in this Section 2.4(e) has been timely satisfied
(such Interest Share Issuance, the “First Interest Share Issuance”).


(h)              
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (f) thereto as follows:


(f)       Beneficial
Ownership Limitation.


(i)               
Notwithstanding anything to the contrary contained herein, no Lender shall receive shares of Common Stock pursuant to an
Interest Share Issuance to the extent (but only to the extent) that such receipt would cause any Holder Group in respect of an
applicable Lender to become, directly or indirectly, a beneficial owner of a number of shares of Common Stock that exceeds the
Maximum Ownership Percentage of Common Stock Outstanding as of the Interest Payment Date (the “Beneficial Ownership Limitation”).
The Beneficial Ownership Limitation (A) may be increased or decreased (but not below the Maximum Ownership Percentage), in each
Lender’s sole discretion with respect to such Lender, upon 61 days’ written notice to the Company by such Lender, provided,
however, that in no event shall any Lender increase such Beneficial Ownership Limitation to raise the Maximum Ownership Percentage
in excess of 19.99% as of any date of shares of Common Stock Outstanding from the date hereof through the final Interest Payment
Date and (B) shall automatically be increased to a Maximum Ownership Percentage of 19.99% on the date that is 15 days prior to
the Maturity Date.


(ii)               
Within two (2) Business Days of receiving an Interest Share Issuance Notice, each recipient Lender shall notify the Company
and the Agent if, and only if, (A) its Holder Group would beneficially own a number of shares of Common Stock in excess of the
Beneficial Ownership Limitation upon giving effect to such Interest Share Issuance and/or (B) in respect of such Lender, the HSR
Condition would not be satisfied as of such notice date and is not expected to be satisfied as of an applicable Interest Payment
Date (such notice, the “Ownership Notice”). With respect to the First Interest Share Issuance, the Company acknowledges
that the Lenders would not be obligated to deliver such Ownership Notice as of two Business Days following the Fifth Amendment
Effective Date and accordingly the requirement of providing an Ownership Notice as provided above in this Section 2.4(f)(ii) has
been satisfied in respect of the First Interest Share Issuance. For the avoidance of doubt, upon any failure by such recipient
Lender to deliver an Ownership Notice under this Section 2.4(f)(ii) when such recipient was obligated to deliver such Ownership
Notice, any subsequent purported delivery in such instance of shares of Common Stock pursuant to such Interest Share Issuance shall
be void and have no effect pursuant to Section 2.4(f)(iii).






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(iii)               
Any purported delivery of shares of Common Stock pursuant to an Interest Share Issuance shall be void and have no effect
to the extent (but only to the extent) that such delivery would violate the Beneficial Ownership Limitation. If any delivery of
shares of Common Stock pursuant to an Interest Share Issuance owed to a Lender following the Company’s delivery of an Interest
Share Election Notice is not made, in whole or in part, as a result of the Beneficial Ownership Limitation, the Company’s
obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly
as practicable after the applicable Lender’s delivery of written notice to the Company that such delivery of such shares
of Common Stock would not violate the Beneficial Ownership Limitation, provided, however, that during such period as the delivery
of such shares of Common Stock is so delayed, the applicable Lender may elect, by written notice to the Company, to receive, and
the Borrowers shall pay within 2 Business Days after receipt of such notice, an amount from the Borrowers equivalent to some or
all, at the election of such Lender, of the interest due on the applicable Interest Payment Date pursuant to Section 2.4(b)(i)
in satisfaction of the Company’s obligation to deliver such equivalent cash value in shares of Common Stock in the applicable
Interest Share Issuance and such amount shall be capitalized and added to the principal amount of the Loans held by such Lender
as of such Interest Payment Date without any further action on the part of any other Person, and provided, further, however, that
at the Maturity Date, if, without giving effect to the Beneficial Ownership Limit, a Lender would be entitled to any shares of
Common Stock pursuant to an Interest Share Issuance, such Lender shall automatically receive a cash amount from the Borrowers equivalent
to all of the interest due on such Interest Payment Date pursuant to Section 2.4(b)(x) in satisfaction of the Company’s obligation
to deliver such equivalent cash value in shares of Common Stock in the applicable Interest Share Issuance. For the avoidance of
doubt, the Equity Conditions must be satisfied immediately prior to any delayed Interest Share Issuance pursuant to the Beneficial
Ownership Limitation.


(iv)               
For purposes of this Section 2.4(f), the term “Maximum Ownership Percentage” shall mean 9.99%; provided,
however, that it shall mean 19.99% for any Holder Group in respect of WPI-Cadiz Farm CA, LLC. Upon written or oral request of any
Lender, the Company shall, within two (2) Business Days of such request, confirm orally and in writing to such Lender the number
of shares of Common Stock then Outstanding. The provisions of this Section 2.4(f) shall be construed, corrected and implemented
in a manner so as to effectuate the intended Beneficial Ownership Limitation.


(i)                
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (g) thereto as follows:


(g)       Issuance
Cap. Unless Stockholder Approval has been previously obtained, in the event that any delivery of Common Stock pursuant to an
Interest Share Issuance to a Lender would, together with (i) any other issuance of Common Stock pursuant to an Interest Share Issuance
and/or (ii) any issuance of Common Stock by the Company to any holder of a Warrant that would, in each case, be aggregated with
such Interest Share Issuance for determining whether such issuances collectively would require approval by a vote of Company stockholders
under the applicable listing rules of the Nasdaq Global Market, any successor stock exchange operated by the NASDAQ Stock Market
LLC or any successor thereto (such other issuances in the foregoing clauses (i) and (ii), the “Related Issuances”),
exceed 19.99% of the Common Stock Outstanding on May 24, 2016 (the “Aggregation Date”), each applicable Lender
shall receive only a number of shares of Common Stock, rounded down to the nearest whole number, equal to (A) the maximum number
of shares of Common Stock that could be issued in the applicable Interest Share Issuances together with the then-proposed Related
Issuances without the Related Issuances exceeding in aggregate 19.99% of the Common Stock Outstanding on the Aggregation Date (such
maximum number calculated by giving effect to any then-proposed Related Issuances in connection with any Warrant first) multiplied
by a ratio equal to (B) (1) the number of shares of Common Stock that would be otherwise received by the applicable Lender under
the applicable Interest Share Issuance divided by (2) the number of all of the shares of Common Stock that would be otherwise received
by the applicable Lender under the applicable Interest Share Issuance and the recipients of any then-proposed Related Issuances
in the aggregate. To the extent a Lender is entitled to receive a number of shares of Common Stock reduced by this Section 2.4(g),
the Borrowers shall pay on the applicable Interest Payment Date, in satisfaction of the Company’s obligation to otherwise
deliver such shares of Common Stock, any remaining interest due and payable on such Interest Payment Date in cash pursuant to Section
2.4(b)(x).






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(j)                
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (h) thereto as follows:


(h)        Issuance
Registration.


(i)        
Any issuance of shares of Common Stock pursuant to Section 2.4 of this Agreement or pursuant to a Warrant or Warrants (collectively,
the “Fifth Amendment Issuances”) shall be made pursuant to (i) an effective Registration Statement on Form S-3,
No. 214318, including all amendments thereto, the exhibits and any schedules thereto, the documents otherwise deemed to be a part
thereof or included therein or any immediately succeeding registration statement that is filed under the Securities Act on Form
S-3 and immediately becomes effective (the “Fifth Amendment Registration Statement”) filed by the Company with
the Commission in conformity with the Securities Act under the Rules and Regulations of the Commission, including the prospectus
contained therein (the “Fifth Amendment Base Prospectus”) and (ii) a final prospectus supplement filed with
the Commission and delivered to the Lenders (a “Fifth Amendment Prospectus Supplement” and, together with the
Fifth Amendment Base Prospectus, a “Fifth Amendment Prospectus”) containing amended and/or certain supplemental
information regarding the Common Stock and terms of the Fifth Amendment Issuances. If the Company has filed one or more abbreviated
registration statements to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations (each
a “Rule 462(b) Registration Statement”), then any reference herein to the term “Fifth Amendment Registration
Statement” shall also be deemed to include any such Rule 462(b) Registration Statement.


(ii)        
The Company shall use reasonable best efforts to keep the Fifth Amendment Registration Statement effective until the earliest
date as of which there are no remaining Fifth Amendment Issuances, and if, at any time from the date hereof, the Company is not
eligible to issue any Common Stock or Warrants pursuant to the Fifth Amendment Registration Statement, the Company shall use reasonable
best to efforts to file and make effective a replacement Fifth Amendment Registration Statement as soon as practicable. If the
Fifth Amendment Registration Statement has been outstanding for at least three (3) years, at the end of the third year, the Company
shall file a new Fifth Amendment Registration Statement covering Fifth Amendment Issuances, and if at any time when the Company
is required to re-evaluate its eligibility to use Form S-3, the Company determines that it is not eligible to use Form S-3, the
Company shall use its reasonable best efforts to refile the Fifth Amendment Registration Statement on Form S-1 if such form is
available (or on such other form as may be available if Form S-1 is not available), and keep such registration statement effective
during the period during which such registration statement is required to be otherwise kept effective under this Section 2.4(h)(ii).


(iii)        
For the avoidance of doubt, the Company acknowledges and agrees that no Fifth Amendment Issuances shall be made pursuant
to any prospectus or prospectus supplement other than a Fifth Amendment Prospectus or any replacement Fifth Amendment Registration
Statement required by Section 2.4(h)(ii). The Company represents and warrants that, as of the Fifth Amendment Effective Date, the
Securities Act and Rules and Regulations permit the Company to offer and issue $40,000,000 worth of shares of Common Stock pursuant
to the Fifth Amendment Registration Statement. The Company represents and warrants that the Fifth Amendment Registration Statement
complied when it became effective, complies on the Fifth Amendment Effective Date and shall comply on the Initial Exercise Date
and on each Exercise Date and on each Interest Payment Date and any later date upon which shares of Common Stock are received pursuant
to this Agreement or a Warrant, in each case, in all material respects with the requirements of Form S-3 under the Securities Act.
The Company represents and warrants that no order preventing or suspending the use of the Fifth Amendment Prospectus has been issued
by the Commission, and no stop order suspending the effectiveness of the Fifth Amendment Registration Statement or any post-effective
amendment thereto has been issued, and no proceedings for that purpose have been instituted or, to the Company’s knowledge,
are threatened by the Commission. The Company represents and warrants that neither the Fifth Amendment Registration Statement nor
the Fifth Amendment Prospectus shall, as of the Fifth Amendment Effective Date, the Initial Exercise Date, any Exercise Date or
any Interest Payment Date or any later date on which shares of Common Stock are issued to a Lender under the Fifth Amendment Prospectus,
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.






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(iv)           
The Company shall as soon as practicable notify each Lender of (A) the issuance by the Commission of any stop order suspending
the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company
or its counsel of any notification with respect to the suspension of the qualification of shares of Common Stock or Warrants for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each
registration statement filed hereunder.


(v)           
The Company shall use reasonable best efforts to cause any shares of Common Stock or Warrants issued pursuant to the Fifth
Amendment to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not
so listed, to be listed on a securities exchange.


(vi)           
At any time when the Fifth Amendment Registration Statement is not effective, the Company shall use its reasonable best
efforts to timely file its SEC Reports (or, if the Company is not required to file such reports, it will, upon the request of any
Lender who is a holder of a Warrant, make publicly available such information as necessary to permit sales pursuant to Rule 144
under the Securities Act), and the Company shall use reasonable best efforts to take such further action as any such Lender may
reasonably request, in each case to the extent required from time to time to enable such Lender to, if permitted by the terms of
an applicable Warrant, sell such Warrant or its underlying Warrant Stock without registration under the Securities Act within the
limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be amended from time to time,
or (B) any successor rule or regulation hereafter adopted by the Commission. Upon the written request of any Lender who is a holder
of a Warrant, the Company shall deliver to such Lender a written statement that it has complied with such requirements.


(k)              
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (i) thereto as follows:


(i)       The
Agent shall have no responsibility with regards to issuing, processing or otherwise administering any Fifth Amendment Issuances
or any other Interest Share Issuance or for monitoring or verifying that the provisions and restrictions set forth with respect
to Fifth Amendment Issuances or any other Interest Share Issuance are complied with. At least two Business Days prior to any Interest
Payment Date, the Company shall provide a written certification to the Agent stating the manner under Section 2.4(b) in which interest
is expected to be paid on such Interest Payment Date.


(l)                
Section 2.4 of the Credit Agreement is hereby amended by adding a new clause (j) thereto as follows:


(j)       All
expenses incident to the Company performance of or compliance with this Section 2.4 (including, without limitation, all registration,
qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by the
Company), shall be borne by the Company as provided herein. Each Person that sells securities in an underwritten offering or an
underwritten block offering hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities
sold for such Person’s account.


(m)            
Section 7 of the Credit Agreement is hereby amended by adding the following after the phrase “agreement contained
in” in clause (c)(i) thereof: “Section 2.4 (other than with respect to the failure of the Borrowers to pay interest,
which shall be covered by clause (a) above)”.


(n)              
The Exhibits to the Credit Agreement are hereby amended by adding the following exhibits thereto: Exhibit K – Form
of Closing Share and Warrant Issuance Agreement; Exhibit L – Form of Interest Share Issuance Agreement, and Exhibit M –
Form of Warrant.






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ARTICLE
II



CONDITIONS PRECEDENT


The effectiveness
of this Amendment (including the amendments to the Credit Agreement contained in Article I) are subject to the satisfaction of
the following conditions precedent (the date of the satisfaction of such conditions precedent being referred to herein as the “Effective
Date”):


(a)               
This Amendment shall have been duly executed by the Borrowers, the Agent and the Lenders.


(b)              
The Lenders shall have received a certificate of the secretary or assistant secretary (or other comparable officer) of each
Borrower, dated as of the date hereof attaching (i) copies of the formation documents (together with any amendments thereto) of
each Borrower, certified to be true and complete as of a date not more than thirty (30) days prior to the date hereof by the Secretary
of State of the State of Delaware (collectively, the “Certified Charters”) and certified by a Responsible Officer
of such Borrower to be true, correct, unmodified and in full force and effect as of the date hereof, (ii) copies of, as applicable,
the by-laws or limited liability company agreements (together with any amendments thereto) of each Borrower, certified by a Responsible
Officer of such Borrower to be true, correct, unmodified and in full force and effect as of the date hereof, (iii) copies of resolutions
of the board of directors or actions by written consent of the members, as applicable, of each Borrower, approving and adopting
this Amendment, and all documents and agreements related thereto, the transactions contemplated herein and therein and authorizing
execution and delivery hereof and thereof, certified by a Responsible Officer of each Borrower to be true and correct, unmodified
and in force and effect as of the date hereof, (iv) copies of certificates of good standing with respect to each Borrower certified
as of a date not more than thirty (30) days prior to the date hereof by the Secretary of State of the State of Delaware and (v)
an incumbency certificate of each Borrower certified by a Responsible Officer of such Borrower to be true and correct as of the
date hereof.


(c)               
The Agent and Lenders shall have received the legal opinion of Mitchell Silberberg & Knupp LLP, counsel to the Borrowers,
addressed to Agent and each Lender in form and substance reasonably satisfactory to the Lenders.


(d)              
The Agent and Lenders shall have received a certificate or certificates executed by a Responsible Officer of each Borrower
dated as of the Effective Date certifying that: (i) all representations and warranties contained herein, in the Credit Agreement
and in the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty
already qualified as to materiality, in all respects) as of the date hereof as though made on and as of such date, except to the
extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct on and as of such earlier date), (ii) no Default or Event of Default has occurred
and is continuing and (iii) there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect.


(e)               
The Borrowers shall have paid directly or reimbursed MSD and the Agent for all reasonable and documented out-of-pocket expenses
incurred in connection with negotiating, documenting and effectuating this Amendment.


(f)               
The Company shall have issued in the aggregate 357,500 shares of Common Stock to the Lenders in accordance with each Lender’s
Aggregate Pro Rata Interest pursuant to, with respect to each Lender, a Closing Share and Warrant Issuance Agreement in the form
of Exhibit K to Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”).


(g)              
The Company shall have delivered to each Lender an executed Warrant in the form of Exhibit M to the Amended Credit Agreement
in respect of the aggregate issuance of 357,500 shares of Common Stock to the Lenders in accordance with each Lender’s Aggregate
Pro Rata Interest.


(h)              
The Borrowers shall, and shall cause Octagon Partners, LLC, a California limited liability company to, deliver to the Agent
duly executed and notarized reaffirmations to the Mortgages in the forms attached hereto as Exhibit A (collectively, the “Mortgage
Reaffirmations”) recorded in the Official Records of San Bernardino County, California.


(i)                
Chicago Title Insurance Company shall have issued one or more endorsements and/or modifications, each in form and substance
acceptable to MSD, to the existing lender’s policy of title insurance insuring the lien of the Mortgages which endorsements
and/or modifications shall maintain the coverage amount under such policy of title insurance and shall insure the continued priority
and enforceability of the lien of the Mortgages (as reaffirmed by the Mortgage Reaffirmations) and the Credit Agreement as modified
hereby, together with any other affirmative coverage reasonably required by MSD in connection with the transactions contemplated
by this Amendment.


Each Lender, by the
release of its signature hereto, shall be deemed to confirm the satisfaction of the conditions precedent referenced above and the
Agent shall have no obligation to independently confirm the satisfaction of such conditions precedent other than the reimbursement
of the Agent’s fees under clause (e) above.






    	 	9	 



     


    

 


 


ARTICLE
III



acknowledgement and reaffirmation of the borrowers


Each of the Borrowers hereby
(i) ratifies and affirms all the provisions of the Credit Agreement, the Security Agreement and the other Loan Documents as amended
hereby, (ii) agrees that the terms and conditions of the Credit Agreement, the Security Documents and the other Loan Documents,
including the security provisions set forth therein, shall continue in full force and effect as amended hereby, and shall not be
impaired or limited by the execution or effectiveness of this Amendment and (iii) acknowledges and agrees that the Collateral continues
to secure, to the fullest extent possible in accordance with the Credit Agreement, the payment and performance of all Obligations.


ARTICLE
IV



Representations and Warranties and Covenants


In order to induce
the Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Agent and the Lenders
that, as of the Effective Date, the following statements are true and correct:


(a)               
all representations and warranties contained herein and in the Amended Credit Agreement and the other Loan Documents are
true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality,
in all respects) as of the date hereof as though made on and as of such date, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct
on and as of such earlier date);


(b)              
the execution and delivery of this Amendment by each Borrower, the performance by each Borrower of its obligations under
this Amendment and the Amended Credit Agreement (i) have been duly authorized by all requisite action, corporate or otherwise,
of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage
of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable
statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents, the New Convertible Notes Indenture
or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument;


(c)               
this Amendment has been duly executed by each Borrower and delivered to the Agent and this Amendment and the Amended Credit
Agreement constitute the legal, valid and binding obligations of each Borrower, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;


(d)              
no consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or any other
Person (other than the NASDAQ Global Market, which consent, approval and authorization was obtained prior to the Effective Date)
on the part of any Borrower is required in connection with the execution and delivery of this Amendment or performance by such
Borrower of this Amendment or under the Amended Credit Agreement;


(e)               
no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred
and is continuing under the Credit Agreement; and


(f)               
Schedule I sets forth the Accreted Loan Value of the Loans as of the date hereof.






    	 	10	 



     


    

 


ARTICLE
V



Miscellaneous


(a)               
Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


(b)              
Successor and Assigns. This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and
their respective successors and assigns.


(c)               
Severability. Any provision of this Amendment which 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 any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


(d)              
Counterparts. This Amendment may be executed in one or more counterparts, each of which counterparts when executed
and delivered (including by facsimile or electronic transmission) shall be deemed to be an original, and all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic
transmission will be effective as delivery of a manually executed counterpart thereof.


(e)               
Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of
the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


(f)               
Waiver of Right to Trial by Jury. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AMENDMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE BORROWERS OR THE LENDERS WITH RESPECT TO THIS AMENDMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS CLAUSE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS
CLAUSE, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF
THIS CLAUSE. 


(g)              
References. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement shall
refer to the Credit Agreement as amended by this Amendment, and each reference in the other Loan Documents to the “Credit
Agreement,” “thereunder,” ‘‘thereof” or words of like import shall refer to the Credit Agreement
as amended by this Amendment. This Amendment is a Loan Document.


(h)              
Release. In consideration of Agent and the Lenders entering into this Amendment and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Borrower on behalf of itself and its affiliates
and their respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases,
remises and forever discharges Agent and Lenders party hereto, their respective affiliates and their successors and assigns, and
their present and former shareholders, directors, officers, attorneys, employees, agents and other representatives (Agent, each
Lender party hereto and all such other Persons being hereinafter referred to collectively as the “Releasees”
and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts,
controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every
name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, any of their respective
affiliates, or any of its or their respective successors, assigns, or other legal representatives may now or hereafter own, hold,
have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on
or prior to the date hereof pursuant to or arising out of the Credit Agreement, the Loan Documents or transactions directly related
thereto between any Borrowers, on one hand, and the Releasees, on the other.






    	 	11	 



     


    

 


(i)                
Waiver. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereunder shall
effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of
steps to enforce such right, power or remedy preclude any further exercise thereof or of any other right, power or remedy.


(j)                
Agent. Pursuant to Section 8.4 of the Credit Agreement, each of the undersigned Lenders hereby (i) authorizes
and directs Agent to execute and deliver this amendment entered into in connection herewith, (ii) represents to the Agent
that the Lenders party hereto, together, hold 100% of the Loans under the Credit Agreement and (iii) by its execution below,
agrees to be bound by the terms and conditions of this Amendment. Wells Fargo Bank, National Association is entering into this
Amendment and acting hereunder as the Agent and it shall be entitled to the rights, benefits, protections, indemnities and immunities
afforded to it as Agent under the Credit Agreement.


(k)              
FATCA. The Company hereby certifies to the Agent that this Amendment shall constitute a "material modification"
for the purpose of Treasury Regulations Section 1.1471-2T(b)(2)(iv) (including a significant modification as defined in Treasury
Regulations Section 1.1001-3(e)).


[Signature Pages Follow]






    	 	12	 



     


    

 


 


IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first above
written.





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent
	 	 	 
	 	 	By: /s/ Michael Roth
	 	 	Name: Michael Roth




	 	 	Title: V.P.




	 	 	 
	 	 	 
	 	 	MSD CREDIT OPPORTUNITY MASTER FUND, L.P., as a Lender
	 	 	 
	 	 	By: /s/ Marcello Liguori
	 	 	Name: Marcello Liguori




	 	 	Title: Managing Director




	 	 	 
	 	 	 
	 	 	MILFAM II L.P., as a Lender
	 	 	 
	 	 	By: MILFAM LLC
	 	 	Its: General Partner
	 	 	 
	 	 	By: /s/ Lloyd I. Miller, III
	 	 	Name: Lloyd I. Miller, III




	 	 	Title: Manager




	 	 	 
	 	 	WPI-CADIZ FARM CA, LLC,
as a Lender
	 	 	 
	 	 	 
	 	 	By: /s/ Marc Robert
	 	 	Name: Marc Robert




	 	 	Title: Authorized Signatory




	 	 	 
	 	 	 
	 	 	CADIZ INC., as a Borrower
	 	 	 
	 	 	 
	 	 	By: /s/ Timothy J. Shaheen
	 	 	Name: Timothy J. Shaheen




	 	 	Title: Chief Financial Officer




	 	 	 
	 	 	 
	 	 	CADIZ REAL ESTATE LLC,
as a Borrower
	 	 	 
	 	 	By: /s/ Timothy J. Shaheen
	 	 	Name: Timothy J. Shaheen




	 	 	Title: Chief Financial Officer




	 	 	 
	 	 	 
	 	 	 
	 	 	 



 






    	 	13	 



     

    

 


 







Exhibit
K


 


FORM
OF CLOSING SHARE AND WARRANT ISSUANCE AGREEMENT


 


[Date]


 


Cadiz
Inc.

550 South Hope Street, Suite 2850

Los Angeles, California 90071


 


Ladies
and Gentlemen:


 


Cadiz
Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to
issue to [Name of Lender] (the “Investor”), [●] shares (the “Closing Shares”)
of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and a warrant to purchase
[●] shares of the Common Stock (the “Warrant,” and collectively with the Closing Shares, the “Securities”).


 


1.       In
consideration of the respective covenants, agreements and representations and warranties contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor intending to
be legally bound, hereby agree as follows:


 


(a)       This
Closing Share and Warrant Issuance Agreement (the “Agreement”) is made as of the date set forth above between
the Company and the Investor.


 


(b)       The
Company and Investor are parties to that certain Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth
Amendment”), dated as of [●], 2016 (the “Fifth Amendment Effective Date”), by and among the
Company, as a borrower, Cadiz Real Estate LLC, as a borrower, Investor, as a lender, the other lenders party thereto, and Wells
Fargo Bank, National Association, as agent (the “Agent”), which amended that certain Amended and Restated Credit Agreement
(as further amended prior to the Fifth Amendment Effective Date, and as subsequently amended from time to time, the “Credit
Agreement”) attached to that certain Amendment Agreement, dated as of October 30, 2013, by and among the Company, Cadiz
Real Estate LLC, LC Capital Master Fund, Ltd., the lenders party thereto, and the Agent.


 


(c)       Pursuant
to the Fifth Amendment, the Company agreed to issue the Securities in connection with the Investor’s entry into the Fifth
Amendment and as a condition precedent to the effectiveness of the Fifth Amendment pursuant Article II thereof.


 


(d)       The
Company has authorized the issuance of, and agrees to issue, the Securities to the Investor on the date of this Agreement (the
“Closing Date”), upon the terms and conditions set forth herein.


 


(e)       Prior
to the execution of this Agreement, the Company has delivered to Investor a written opinion, addressed to the Investor and dated
as of the Closing Date, from Mitchell Silberberg & Knupp LLP, counsel to the Company, to the effect set forth in Exhibit
A hereto.


 






    	 		 



     


    

 


(f)       The
offering and issuance of the Securities (collectively, the “Issuance”) is being made pursuant to (i) an effective
Registration Statement on Form S-3, No. 214318, including all amendments thereto, the exhibits and any schedules thereto, the
documents otherwise deemed to be a part thereof or included therein or any immediately succeeding registration statement that
is filed under the Securities Act (as defined in the Credit Agreement) on Form S-3 and immediately becomes effective (the “Fifth
Amendment Registration Statement”) filed by the Company with the Commission (as defined in the Credit Agreement) in
conformity with the Securities Act under the Rules and Regulations (as defined in the Credit Agreement) of the Commission, including
the prospectus contained therein (the “Fifth Amendment Base Prospectus”) and (ii) a final prospectus supplement filed
with the Commission and delivered to the Investor (a “Fifth Amendment Prospectus Supplement” and, together
with the Fifth Amendment Base Prospectus, a “Fifth Amendment Prospectus”) containing amended and/or certain
supplemental information regarding the Securities and terms of the Issuance. If the Company has filed one or more abbreviated
registration statements to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations
(each a “Rule 462(b) Registration Statement”), then any reference herein to the term “Fifth Amendment
Registration Statement” shall also be deemed to include any such Rule 462(b) Registration Statement.


 


(g)       Without
the prior written consent of the Company, prior to [●], (which is the 180th day following the Closing Date), the Investor
shall not, and shall cause its wholly-owned subsidiaries not to, sell, transfer, encumber or otherwise dispose of any or all of
its Closing Shares other than transfers to affiliates of the Investor (provided, however, that any Closing Shares transferred
to such affiliate shall be subject as of the date of such transfer to the remaining term, if any as of such date, of the foregoing
transfer restrictions).


 


(h)       The
Company agrees to make any filings required by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
with respect to the Issuance.


 


(i)       On
the Closing Date, the Company shall cause its Transfer Agent to deliver the Closing Shares to the Investor and register the Closing
Shares as instructed by the Investor. The Closing Shares will be delivered by crediting the account of the Investor’s prime
broker (as specified by the Investor to the Company) with the Depository Trust Company (“DTC”) through its
Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC
transaction no later than 4:00 p.m. Eastern Standard Time on the Closing Date using its DTC participant identification number,
and released by Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”),
at the Company’s direction. The Investor shall direct the broker-dealer at which the account or accounts to be credited
with the Closing Shares are maintained, which broker/dealer shall be a DTC participant, to initiate a transaction through the
DWAC system, instructing the Transfer Agent to credit such account or accounts with the Closing Shares. Such DWAC instruction
shall indicate the settlement date for the deposit of the Closing Shares, which shall be the Closing Date. The Company shall direct
the Transfer Agent to credit the Investor’s account or accounts with the Closing Shares pursuant to the information contained
in the DWAC instruction.


 






    	 	2	 



     

    

 


(j)       On
the Closing Date, the Company shall execute and deliver to the Investor the Warrant in the form of Exhibit M to the Credit Agreement.


 


2.       The
Investor represents and warrants to the Company as of the Closing Date as follows:


 


(a)       The
Investor has received the Fifth Amendment Prospectus and the documents incorporated by reference therein prior to or in connection
with the receipt of this Agreement.


 


(b)       The
Investor (i) is not a member of FINRA or an Associated Person (as such term is defined under the FINRA Membership and Registration
Rules) and (ii) after giving effect to the issuance of the Securities pursuant to this Agreement, neither the Investor nor any
Holder Group (as defined in the Credit Agreement) in respect of the Investor acquired, or obtained the right to acquire, 20% or
more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company.


 


(c)       The
Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities
Act.


 


3.       The
Company represents and warrants to the Investor as of the date hereof, and with respect to the Warrant Stock (as defined in the
Warrant), as of any exercise date under the Warrant for purposes of Section 3(k) and Section 3(m), as follows:


 


(a)       All
representations and warranties of the Company contained in the Fifth Amendment are true and correct in all material respects (or,
in the case of any such representation or warranty already qualified as to materiality, in all respects) as of the date hereof
as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall have been true and correct on and as of such earlier date).


 


(b)       No
order preventing or suspending the use of the Fifth Amendment Prospectus has been issued by the Commission, and no stop order
suspending the effectiveness of the Fifth Amendment Registration Statement or any post-effective amendment thereto has been issued,
and no proceedings for that purpose have been instituted or, to the Company’s knowledge, are threatened by the Commission.
The Fifth Amendment Registration Statement complied when it became effective, complied on the Fifth Amendment Effective Date and
complies as of the Closing Date, in all material respects, with the requirements of Form S-3 under the Securities Act. The conditions
to the use of Form S-3 in connection with the offering and issuance of the Securities as contemplated hereby have been satisfied.
The Fifth Amendment Registration Statement did not, as of the Closing Date, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein not misleading, and the Fifth Amendment Prospectus,
as of the Closing Date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. Any required filing
of the Fifth Amendment Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules and Regulations has been or
will be made in the manner and within the time period required by such Rule 424(b).


 






    	 	3	 



     

    

 


(c)       The
Fifth Amendment Registration Statement and all documents incorporated by reference in the Fifth Amendment Registration Statement
and the Fifth Amendment Prospectus as of the Closing Date, at the time they became effective or were filed with the Commission,
as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act (as defined
in the Credit Agreement), as applicable, and the rules and regulations of the Commission thereunder, and at the time they became
effective or were filed with the Commission, as the case may be, neither the Fifth Amendment Registration Statement nor any of
such other documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.


 


(d)       The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with the corporate power and authority necessary to own, lease and operate its properties and to conduct its business as described
in the Fifth Amendment Registration Statement and the Fifth Amendment Prospectus.


 


(e)       The
authorized capital stock of the Company consists of (i) [●] shares of Common Stock and (ii) [●] shares of preferred
stock (the “Preferred Stock”). As of the Closing Date, [●] shares of Common Stock are issued and outstanding
and [●] shares of Preferred Stock are issued and outstanding.


 


(f)       The
Securities have been duly and validly authorized by the Company, and the Closing Shares, when issued and delivered in accordance
with the terms of this Agreement, will have been duly and validly issued and will be fully paid and nonassessable.


 


(g)       The
Closing Shares and the Warrant Stock have been duly authorized for listing and quotation on the Nasdaq Global Market, subject
in each case to official notice of issuance.


 


(h)       This
Agreement and the Warrant have each been duly authorized, executed and delivered by the Company and constitutes the legal, valid
and binding obligations of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 


(i)       The
Company is not in breach or violation of or in default under (i) the provisions of its charter or by-laws, (ii) any material agreement
filed as an exhibit to its SEC Reports, or (iii) any federal or state statute or law, any rule or regulation issued pursuant to
any federal or state statute or law, or any order issued pursuant to any federal or state statute or law by any court or governmental
agency or body having jurisdiction over the Company, except, with respect to clauses (ii) and (iii) above, to the extent any such
violation or default would not, individually or in the aggregate, have a material adverse effect on (x) the business, properties,
prospects, financial condition or results of operations of the Company or (y) the ability of the Company to enter into and perform
its obligations under, or consummate the transactions contemplated in, this Agreement (a “Material Adverse Effect”).


 






    	 	4	 



     

    

 


(j)       The
execution, delivery and performance by the Company of this Agreement, including the issuance by the Company of the Closing Shares,
the Warrant and the Warrant Stock, will not conflict with or result in a breach or violation of, or constitute a default under
(i) the provisions of the Company’s charter or by-laws, (ii) any indenture, mortgage, deed of trust or other agreement or
instrument to which the Company is a party or by which the Company or any of its properties or businesses is bound, or (iii) any
federal or state statute or law, any rule or regulation issued pursuant to any federal or state statute or law, or any order issued
pursuant to any federal or state statute or law by any court or governmental agency or body having jurisdiction over the Company,
except, with respect to clause (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect.


 


(k)       No
filing with, or authorization, approval, consent or order of, any court or governmental agency or body is required for the issuance
of the Closing Shares, the Warrant or the Warrant Stock, except such as have already been obtained or are contemplated hereby.


 


(l)       
Subsequent to the dates as of which information is given in the Fifth Amendment Prospectus and other than as contemplated therein,
there has not been (i) any material adverse change in the business, properties, prospects, financial condition or results of operations
of the Company, (ii) any transaction which is material to the Company, (iii) any material change in the capital stock, or any
material change in the outstanding indebtedness, of the Company, or (v) any dividend or distribution declared, paid or made on
the capital stock of the Company.


 


(m)     The
Company represents and warrants that the Securities Act and the Rules and Regulations permit the Company to offer and issue 357,500
shares of Common Stock, the Warrant and the Warrant Stock.


 


4.       The
Company agrees to indemnify, defend and hold harmless the Investor, its directors and officers, and each person, if any, who controls
the Investor and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability,
to which, jointly or severally, the Investor or any such person may become subject, insofar as such loss, damage, claim or liability
arises out of or is based upon: (i) this Agreement, (ii) the breach of any covenant, agreement or representation or warranty of
the Company under this Agreement, (iii) any untrue statement of a material fact contained in the Fifth Amendment Registration
Statement, or any amendments thereto or the omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; or (iv) any untrue statement of a material fact contained in the Fifth Amendment Prospectus
or the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading.


 






    	 	5	 



     

    

 


5.       Notwithstanding
any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company
and the Investor herein will survive the Closing Date.


 


6.       All
notices, requests, consents and other communications hereunder will be in writing, will be mailed by nationally recognized overnight
express courier, postage prepaid, or delivered by facsimile, and will be deemed given (i) if delivered by nationally recognized
overnight carrier, one business day after so mailed and (ii) if delivered by facsimile, upon electric confirmation of receipt
and will be delivered and addressed as follows:


 


(a)       if
to the Company, to:


 


Cadiz
Inc.

550 South Hope Street, Suite 2850

Los Angeles, California 90071

Attention: Chief Financial Officer

Facsimile No.: 213-271-1614


 


(b)       with
copies to:


 


Mitchell
Silberberg & Knupp LLP


11377
West Olympic Boulevard


Los
Angeles, California 90064


Attention:
Kevin Friedmann


Facsimile
No.: 310 312-3798


 


(c)       if
to the Investor, to:


 


[LENDER
NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]


 


(d)       with
copies to:


 


[NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]


 


7.       This
Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


8.       The
headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.


 






    	 	6	 



     

    

 


9.       In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


10.     This
Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York.


 


11.     Each
of the Company and the Investor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Company and the Investor hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the Company and the Investor agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law.


 


12.       EACH
OF THE COMPANY AND THE INVESTOR WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING
UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE COMPANY AND THE INVESTOR AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS CLAUSE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH OF THE COMPANY AND THE INVESTOR ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL REGARDING THIS CLAUSE, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY
AND KNOWINGLY AGREES TO THE TERMS OF THIS CLAUSE. 


 


13.       This
Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken
together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties.


 




    	 	7	 



     

    


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


	 	[NAME OF LENDER]
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:	 


 





[Signature page to Closing Share and Warrant Issuance
Agreement]




 




    	 	8	 



     

    


Agreed
and Accepted by:


 


	CADIZ INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 





[Signature page to Closing Share and Warrant Issuance
Agreement]




 




    	 	9	 



     

    


 


EXHIBIT
A


 


Form
of Opinion of Counsel to Company


 


		1.	The
                                         Company has been duly incorporated and is validly existing in good standing under the
                                         laws of the State of Delaware.



 


		2.	The
                                         Company has the corporate power and corporate authority to execute and deliver the Agreement
                                         and to consummate the transactions contemplated thereby.



 


		3.	The
                                         Agreement and the Warrant have been duly authorized, executed and delivered by the Company
                                         and are each a valid and binding agreement of the Company, enforceable against the Company
                                         in accordance with their terms.



 


		4.	The
                                         execution and delivery by the Company of the Agreement and the consummation by the Company
                                         of the transactions contemplated thereby, including the issuance of the Closing Shares,
                                         will not (i) conflict with the Company’s charter or by-laws, (ii) constitute a
                                         violation of, or a breach or default under, the terms of any contract listed on a schedule
                                         to this opinion1 or (iii) violate or conflict with, or result in any contravention
                                         of, any applicable law or any order listed on a schedule to this opinion.2



 


		5.	No
                                         governmental approval, which has not been obtained or taken and is not in full force
                                         and effect, is required to authorize, or is required for, the execution or delivery of
                                         the Agreement by the Company or the consummation by the Company of the transactions contemplated
                                         thereby.



 


		6.	The
                                         Closing Shares have been duly authorized by the Company and, when delivered to the Investor,
                                         will be validly issued, fully paid and nonassessable and free and clear of any preemptive
                                         rights or any similar rights arising under the laws of the State of Delaware or the Company’s
                                         charter or by-laws.



 


		7.	The
                                         shares of Common Stock issuable upon the exercise of the Warrant have been duly authorized
                                         by the Company and, when issued upon the exercise of the Warrant in accordance with its
                                         terms, will be duly and validly issued, fully paid and non-assessable and free and clear
                                         of any preemptive rights or any similar rights arising under the laws of the State of
                                         Delaware or the Company’s charter or by-laws.



 


		8.	The
                                         Company is not and, solely after giving effect to the issuance of the Closing Shares,
                                         the Warrant and any Warrant Stock to the Investor, will not be an “investment company”
                                         as such term is defined in the Investment Company Act of 1940.



 





 













1
Schedule to list:


 


		●	The
                                         7.00% Convertible Senior Notes Indenture, dated as of March 5, 2013, by and between the
                                         Company and U.S. Bank National Association, as successor to The Bank of New York Mellon
                                         Trust Company, N.A. (“U.S. Bank”) as Trustee, as amended by that certain
                                         First Supplemental Indenture, dated as of October 30, 2013, and that certain Second Supplemental
                                         Indenture, dated as of November 23, 2015
	 	 	 
		●	The
                                         7.00% Convertible Senior Notes Indenture, dated as of December 10, 2015, by and between
                                         the Company and U.S. Bank, as Trustee, as amended by that certain First Supplemental
                                         Indenture, dated as of April 28, 2016
	 	 	 
		●	Limited
                                         Liability Company Agreement of Cadiz Real Estate LLC dated December 11, 2003
	 	 	 
		●	Amendment
                                         No. 1, dated October 29, 2004, to Limited Liability Company Agreement of Cadiz Real Estate
                                         LLC
	 	 	 
		●	Amendment
                                         No. 2 dated March 5, 2013, to Limited Liability Company Agreement of Cadiz Real Estate
                                         LLC
	 	 	 
		●	Amendment
                                         No. 2 dated October 1, 2007 to Reorganization Plan and Agreement for Purchase and Sale
                                         of Assets dated as of February 18, 1998 among Cadiz Inc. and Mark A. Liggett in his capacity
                                         as successor in interest to Exploration Research Associates, Incorporated., a California
                                         corporation (“ERA”) and in his individual capacity as former sole shareholder
                                         of ERA and as the successor in interest to ERA
	 	 	 
		●	Lease
                                         Agreement, dated as of December 23, 2015, by and among Cadiz Real Estate LLC, Cadiz Inc.
                                         and Water Asset Management LLC
	 	 	 
		●	Private
                                         Placement Purchase Agreement, dated as of April 26, 2016, by and among Cadiz Inc. and
                                         the purchasers party thereto
	 	 	 
		●	Placement
                                         Agent Agreement, dated as of April 26, 2016, by and between Cadiz Inc. and B. Riley &
                                         Co. LLC
	 	 	 
		●	Registration
                                         Rights Agreement, dated as of April 28, 2016, by and among Cadiz Inc. and the holders
                                         party thereto
	 	 	 
		●	Any
                                         other material agreements filed as exhibits 1, 2 or 4 under Rule 601 of Regulation S-K
                                         as promulgated under the Securities Act as filed as of the Closing Date



2
Schedule to list (i) the laws of the State of New York, (ii) the federal laws of the United States of America and (iii)
the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. Orders to be confirmed by
the Company at the Closing Date, as applicable to the relevant transactions. 


 






    


     

    

 


 







Exhibit
L


 


FORM
OF INTEREST SHARE ISSUANCE AGREEMENT


 


[Date]


 


Cadiz
Inc.

550 South Hope Street, Suite 2850

Los Angeles, California 90071


 


Ladies
and Gentlemen:


 


Cadiz
Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to
issue to [Name of Lender] (the “Investor”), [●] shares (the “Interest Shares”)
of the Company’s common stock, $0.01 par value per share (the “Common Stock”).


 


1.       In
consideration of the respective covenants, agreements and representations and warranties contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor intending to
be legally bound, hereby agree as follows:


 


(a)       This
Interest Share Issuance Agreement (the “Agreement”) is made as of the date set forth above between the Company
and the Investor.


 


(b)       The
Company and Investor are parties to that certain Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth
Amendment”), dated as of [●], 2016 (the “Fifth Amendment Effective Date”), by and among the
Company, as a borrower, Cadiz Real Estate LLC, as a borrower, Investor, as a lender, the other lenders party thereto, and Wells
Fargo Bank, National Association, as agent (the “Agent”), which amended that certain Amended and Restated Credit Agreement
(as further amended prior to the Fifth Amendment Effective Date, and as subsequently amended from time to time, the “Credit
Agreement”) attached to that certain Amendment Agreement, dated as of October 30, 2013, by and among the Company, Cadiz
Real Estate LLC, LC Capital Master Fund, Ltd., the lenders party thereto, and the Agent.


 


(c)       Pursuant
to the Fifth Amendment, the Company agreed to issue the Interest Shares in connection with the Investor’s entry into the
Fifth Amendment.


 


(d)       The
Company has authorized the issuance of, and agrees to issue, the Interest Shares to the Investor on the date of this Agreement
(the “Closing Date”), upon the terms and conditions set forth herein.


 


(e)       Prior
to the execution of this Agreement, the Company has delivered to Investor a written opinion, addressed to the Investor and dated
as of the Closing Date, from Mitchell Silberberg & Knupp LLP, counsel to the Company, to the effect set forth in Exhibit
A hereto.


 






    	 		 



     


    

 


(f)       The
offering and issuance of the Interest Shares (collectively, the “Issuance”) is being made pursuant to (i) an
effective Registration Statement on Form S-3, No. 214318, including all amendments thereto, the exhibits and any schedules thereto,
the documents otherwise deemed to be a part thereof or included therein or any immediately succeeding registration statement that
is filed under the Securities Act (as defined in the Credit Agreement) on Form S-3 and immediately becomes effective (the “Fifth
Amendment Registration Statement”) filed by the Company with the Commission (as defined in the Credit Agreement) in
conformity with the Securities Act under the Rules and Regulations (as defined in the Credit Agreement) of the Commission, including
the prospectus contained therein (the “Fifth Amendment Base Prospectus”) and (ii) a final prospectus supplement filed
with the Commission and delivered to the Investor (a “Fifth Amendment Prospectus Supplement” and, together
with the Fifth Amendment Base Prospectus, a “Fifth Amendment Prospectus”) containing amended and/or certain
supplemental information regarding the Interest Shares and terms of the Issuance. If the Company has filed one or more abbreviated
registration statements to register additional shares of Common Stock pursuant to Rule 462(b) under the Rules and Regulations
(each a “Rule 462(b) Registration Statement”), then any reference herein to the term “Fifth Amendment
Registration Statement” shall also be deemed to include any such Rule 462(b) Registration Statement.


 


(g)       The
Company agrees to make any filings required by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
with respect to the Issuance.


 


(h)       On
the Closing Date, the Company shall cause its Transfer Agent to deliver the Interest Shares to the Investor and register the Interest
Shares as instructed by the Investor. The Interest Shares will be delivered by crediting the account of the Investor’s prime
broker (as specified by the Investor to the Company) with the Depository Trust Company (“DTC”) through its
Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC
transaction no later than 4:00 p.m. Eastern Standard Time on the Closing Date using its DTC participant identification number,
and released by Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”),
at the Company’s direction. The Investor shall direct the broker-dealer at which the account or accounts to be credited
with the Interest Shares are maintained, which broker/dealer shall be a DTC participant, to initiate a transaction through the
DWAC system, instructing the Transfer Agent to credit such account or accounts with the Interest Shares. Such DWAC instruction
shall indicate the settlement date for the deposit of the Interest Shares, which shall be the Closing Date. The Company shall
direct the Transfer Agent to credit the Investor’s account or accounts with the Interest Shares pursuant to the information
contained in the DWAC instruction.


 


2.       The
Investor represents and warrants to the Company as of the Closing Date as follows:


 


(a)       The
Investor has received the Fifth Amendment Prospectus and the documents incorporated by reference therein prior to or in connection
with the receipt of this Agreement.


 






    	 	2	 



     

    

 


(b)       The
Investor (i) is not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an Associated
Person (as such term is defined under the FINRA Membership and Registration Rules) and (ii) after giving effect to the issuance
of the Interest Shares pursuant to this Agreement, neither the Investor nor any Holder Group (as defined in the Credit Agreement)
in respect of the Investor acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible
into or exercisable for Common Stock) or the voting power of the Company.


 


(c)       The
Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities
Act.


 


3.       The
Company represents and warrants to the Investor as of the Closing Date as follows:


 


(a)       All
representations and warranties of the Company contained in the Fifth Amendment are true and correct in all material respects (or,
in the case of any such representation or warranty already qualified as to materiality, in all respects) as of the date hereof
as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall have been true and correct on and as of such earlier date).


 


(b)       No
order preventing or suspending the use of the Fifth Amendment Prospectus has been issued by the Commission, and no stop order
suspending the effectiveness of the Fifth Amendment Registration Statement or any post-effective amendment thereto has been issued,
and no proceedings for that purpose have been instituted or, to the Company’s knowledge, are threatened by the Commission.
The Fifth Amendment Registration Statement complied when it became effective, complied on the Fifth Amendment Effective Date and
complies as of the Closing Date, in all material respects, with the requirements of Form S-3 under the Securities Act. The conditions
to the use of Form S-3 in connection with the offering and issuance of the Interest Shares as contemplated hereby have been satisfied.
The Fifth Amendment Registration Statement did not, as of the Closing Date, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein not misleading, and the Fifth Amendment Prospectus,
as of the Closing Date, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. Any required filing
of the Fifth Amendment Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules and Regulations has been or
will be made in the manner and within the time period required by such Rule 424(b).


 


(c)       The
Fifth Amendment Registration Statement and all documents incorporated by reference in the Fifth Amendment Registration Statement
and the Fifth Amendment Prospectus as of the Closing Date, at the time they became effective or were filed with the Commission,
as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act (as defined
in the Credit Agreement), as applicable, and the rules and regulations of the Commission thereunder, and at the time they became
effective or were filed with the Commission, as the case may be, neither the Fifth Amendment Registration Statement nor any of
such other documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.


 






    	 	3	 



     

    

 


(d)       The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with the corporate power and authority necessary to own, lease and operate its properties and to conduct its business as described
in the Fifth Amendment Registration Statement and the Fifth Amendment Prospectus.


 


(e)       The
authorized capital stock of the Company consists of (i) [●] shares of Common Stock and (ii) [●] shares of preferred
stock (the “Preferred Stock”). As of the Closing Date, [●] shares of Common Stock are issued and outstanding
and [●] shares of Preferred Stock are issued and outstanding.


 


(f)       The
Interest Shares have been duly and validly authorized by the Company, and the Interest Shares, when issued and delivered in accordance
with the terms of this Agreement, will have been duly and validly issued and will be fully paid and nonassessable.


 


(g)       The
Interest Shares have been duly authorized for listing and quotation on the Nasdaq Global Market, subject in each case to official
notice of issuance.


 


(h)       This
Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligations
of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(i)       The
Company is not in breach or violation of or in default under (i) the provisions of its charter or by-laws, (ii) any material agreement
filed as an exhibit to its SEC Reports, or (iii) any federal or state statute or law, any rule or regulation issued pursuant to
any federal or state statute or law, or any order issued pursuant to any federal or state statute or law by any court or governmental
agency or body having jurisdiction over the Company, except, with respect to clauses (ii) and (iii) above, to the extent any such
violation or default would not, individually or in the aggregate, have a material adverse effect on (x) the business, properties,
prospects, financial condition or results of operations of the Company or (y) the ability of the Company to enter into and perform
its obligations under, or consummate the transactions contemplated in, this Agreement (a “Material Adverse Effect”).


 


(j)       The
execution, delivery and performance by the Company of this Agreement, including the issuance by the Company of the Interest Shares,
will not conflict with or result in a breach or violation of, or constitute a default under (i) the provisions of the Company’s
charter or by-laws, (ii) any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party
or by which the Company or any of its properties or businesses is bound, or (iii) any federal or state statute or law, any rule
or regulation issued pursuant to any federal or state statute or law, or any order issued pursuant to any federal or state statute
or law by any court or governmental agency or body having jurisdiction over the Company, except, with respect to clause (ii) and
(iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material
Adverse Effect.


 






    	 	4	 



     

    

 


(k)       No
filing with, or authorization, approval, consent or order of, any court or governmental agency or body is required for the issuance
of the Interest Shares, except such as have already been obtained or are contemplated hereby.


 


(l)       
Subsequent to the dates as of which information is given in the Fifth Amendment Prospectus and other than as contemplated therein,
there has not been (i) any material adverse change in the business, properties, prospects, financial condition or results of operations
of the Company, (ii) any transaction which is material to the Company, (iii) any material change in the capital stock, or any
material change in the outstanding indebtedness, of the Company, or (v) any dividend or distribution declared, paid or made on
the capital stock of the Company.


 


(m)       The
Company represents and warrants that the Securities Act and the Rules and Regulations permit the Company to offer and issue [●]
shares of Common Stock.


 


4.       The
Company agrees to indemnify, defend and hold harmless the Investor, its directors and officers, and each person, if any, who controls
the Investor and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim or liability,
to which, jointly or severally, the Investor or any such person may become subject, insofar as such loss, damage, claim or liability
arises out of or is based upon: (i) this Agreement, (ii) the breach of any covenant, agreement or representation or warranty of
the Company under this Agreement, (iii) any untrue statement of a material fact contained in the Fifth Amendment Registration
Statement, or any amendments thereto or the omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; or (iv) any untrue statement of a material fact contained in the Fifth Amendment Prospectus
or the omission to state therein a material fact required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading.


 


5.       Notwithstanding
any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company
and the Investor herein will survive the Closing Date.


 


6.       All
notices, requests, consents and other communications hereunder will be in writing, will be mailed by nationally recognized overnight
express courier, postage prepaid, or delivered by facsimile, and will be deemed given (i) if delivered by nationally recognized
overnight carrier, one business day after so mailed and (ii) if delivered by facsimile, upon electric confirmation of receipt
and will be delivered and addressed as follows:


 


(a)       if
to the Company, to:


 


Cadiz
Inc.

550 South Hope Street, Suite 2850

Los Angeles, California 90071

Attention: Chief Financial Officer

Facsimile No.: 213-271-1614


 






    	 	5	 



     

    

 


(b)       with
copies to:


 


Mitchell
Silberberg & Knupp LLP


11377
West Olympic Boulevard


Los
Angeles, California 90064


Attention:
Kevin Friedmann


Facsimile
No.: 310 312-3798


 


(c)       if
to the Investor, to:


 


[LENDER
NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]


 


(d)       with
copies to:


 


[NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]


 


7.       This
Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


8.       The
headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.


 


9.       In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


10.       This
Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York.


 


11.       Each
of the Company and the Investor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Company and the Investor hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the Company and the Investor agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law.


 






    	 	6	 



     

    

 


12.       EACH
OF THE COMPANY AND THE INVESTOR WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING
UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE COMPANY AND THE INVESTOR AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS CLAUSE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH OF THE COMPANY AND THE INVESTOR ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL REGARDING THIS CLAUSE, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY
AND KNOWINGLY AGREES TO THE TERMS OF THIS CLAUSE. 


 


13.       This
Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken
together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties.


 




    	 	7	 



     

    


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


	 	[LENDER
    NAME]
	 	 	 






	 	By:	 
	 	Title:	 


 





[Signature page to Interest Share Issuance Agreement]




 




    	 	8	 



     

    


 


Agreed
and Accepted by:


 


	CADIZ
    INC.	 
	 	 	 
	By:	 	 
	Title:	 	 


 





[Signature page to Interest Share Issuance Agreement]




 




    	 	9	 



     

    


 


EXHIBIT
A


 


Form
of Opinion of Counsel to Company


 


		1.	The
                                         Company has been duly incorporated and is validly existing in good standing under the
                                         laws of the State of Delaware.



 


		2.	The
                                         Company has the corporate power and corporate authority to execute and deliver the Agreement
                                         and to consummate the transactions contemplated thereby.



 


		3.	The
                                         Agreement has been duly authorized, executed and delivered by the Company and are each
                                         a valid and binding agreement of the Company, enforceable against the Company in accordance
                                         with their terms.



 


		4.	The
execution and delivery by the Company of the Agreement and the consummation by the Company of the transactions contemplated thereby,
including the issuance of the Interest Shares, will not (i) conflict with the Company’s charter or by-laws, (ii) constitute
a violation of, or a breach or default under, the terms of any contract listed on a schedule to this opinion1 or (iii)
violate or conflict with, or result in any contravention of, any applicable law or any order listed on a schedule to this opinion.2



 


		5.	No
                                         governmental approval, which has not been obtained or taken and is not in full force
                                         and effect, is required to authorize, or is required for, the execution or delivery of
                                         the Agreement by the Company or the consummation by the Company of the transactions contemplated
                                         thereby.



 


		6.	The
                                         Interest Shares have been duly authorized by the Company and, when delivered to the Investor,
                                         will be validly issued, fully paid and nonassessable and free and clear of any preemptive
                                         rights or any similar rights arising under the laws of the State of Delaware or the Company’s
                                         charter or by-laws.



 


		7.	The
                                         Company is not and, solely after giving effect to the issuance of the Interest Shares
                                         to the Investor, will not be an “investment company” as such term is defined
                                         in the Investment Company Act of 1940.



 





 










1
Schedule to list:


 


		●	The
                                         7.00% Convertible Senior Notes Indenture, dated as of March 5, 2013, by and between the
                                         Company and U.S. Bank National Association, as successor to The Bank of New York Mellon
                                         Trust Company, N.A. (“U.S. Bank”) as Trustee, as amended by that certain
                                         First Supplemental Indenture, dated as of October 30, 2013, and that certain Second Supplemental
                                         Indenture, dated as of November 23, 2015
	 	 	 
		●	The
                                         7.00% Convertible Senior Notes Indenture, dated as of December 10, 2015, by and between
                                         the Company and U.S. Bank, as Trustee, as amended by that certain First Supplemental
                                         Indenture, dated as of April 28, 2016
	 	 	 
		●	Limited
                                         Liability Company Agreement of Cadiz Real Estate LLC dated December 11, 2003
	 	 	 
		●	Amendment
                                         No. 1, dated October 29, 2004, to Limited Liability Company Agreement of Cadiz Real Estate
                                         LLC
	 	 	 
		●	Amendment
                                         No. 2 dated March 5, 2013, to Limited Liability Company Agreement of Cadiz Real Estate
                                         LLC
	 	 	 
		●	Amendment
                                         No. 2 dated October 1, 2007 to Reorganization Plan and Agreement for Purchase and Sale
                                         of Assets dated as of February 18, 1998 among Cadiz Inc. and Mark A. Liggett in his capacity
                                         as successor in interest to Exploration Research Associates, Incorporated., a California
                                         corporation (“ERA”) and in his individual capacity as former sole shareholder
                                         of ERA and as the successor in interest to ERA
	 	 	 
		●	Lease
                                         Agreement, dated as of December 23, 2015, by and among Cadiz Real Estate LLC, Cadiz Inc.
                                         and Water Asset Management LLC
	 	 	 
		●	Private
                                         Placement Purchase Agreement, dated as of April 26, 2016, by and among Cadiz Inc. and
                                         the purchasers party thereto
	 	 	 
		●	Placement
                                         Agent Agreement, dated as of April 26, 2016, by and between Cadiz Inc. and B. Riley &
                                         Co. LLC
	 	 	 
		●	Registration
                                         Rights Agreement, dated as of April 28, 2016, by and among Cadiz Inc. and the holders
                                         party thereto
	 	 	 
		●	Any
                                         other material agreements filed as exhibits 1, 2 or 4 under Rule 601 of Regulation S-K
                                         as promulgated under the Securities Act as filed as of the Closing Date



The
foregoing list is to be updated in respect of any such agreements that, as of an applicable Interest Payment Date, would no longer
be listed by the Company as exhibits under such Rule 601 in an SEC Report.


 


2
Schedule to list (i) the laws of the State of New York, (ii) the federal laws of the United States of America and (iii)
the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. Orders to be confirmed by
the Company at the Closing Date, as applicable to the relevant transactions.


 



    


     

    

 




Exhibit
M


 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	WARRANT
	 
	to
    Purchase Common Stock of
	 
	Cadiz
    Inc.
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	Warrant
    No. [●]
	Original
    Issue Date:  [●]


 




     


     


    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES
IS EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.


 


	Original
    Issue Date: [●]	Warrant
    No. [●]


 


Warrant


 


to
Purchase [●] Shares (Subject to Adjustment) of Common Stock of


 


Cadiz
Inc.


 


THIS
IS TO CERTIFY THAT [NAME OF LENDER] (“Investor”), or its registered
assigns, is entitled, at any time prior to the Expiration Date to purchase from Cadiz Inc., a Delaware corporation (the “Company”),
[●] shares (subject to adjustment as provided herein) of the common stock, par value $0.01 per share, of the Company at
a purchase price of $0.01 per share (the initial “Exercise Price,”
subject to adjustment as provided herein).


 


This
Warrant was issued in connection with that certain Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth
Amendment”), dated as of [●], 2016 (the “Fifth Amendment Effective Date”), by and among the
Company, as a borrower, Cadiz Real Estate LLC, as a borrower, Investor, as a lender, the other lenders party thereto, and Wells
Fargo Bank, National Association, as agent (the “Agent”), which amended that certain Amended and Restated Credit
Agreement (as amended through and including the Fifth Amendment Effective Date, and as subsequently amended from time to time,
the “Credit Agreement”) attached to that certain Amendment Agreement, dated as of October 30, 2013, by and
among the Company, Cadiz Real Estate LLC, LC Capital Master Fund, Ltd., the lenders party thereto, and the Agent, and is subject
to the terms thereof.


 


		1.	DEFINITIONS



 


As
used in this Warrant, the following terms have the respective meanings set forth below, and to the extent such terms have the
respective meaning set forth in the Credit Agreement, such terms shall have such meaning as set forth in the Credit Agreement,
provided, however, that if such Credit Agreement is expired, terminated or otherwise discharged, such terms shall
have the meaning set forth in the Credit Agreement immediately prior to such expiration, termination or discharge:


 


“10-Day
VWAP” shall have the meaning ascribed to such term in the Credit Agreement.


 


“Affiliate”
of, or a Person “Affiliated” with, a specified Person means any other
Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly,
of the power (i) to vote 5% or more of the securities having ordinary voting power for the election of directors of such Person,
or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise.


 






     


     


    

 


“Agent”
shall have the meaning set forth in the preamble to this Warrant.


 


“Aggregation
Date” shall have the meaning set forth in Section 5.2 hereof.


 


“Applicable
Rate” shall have the meaning ascribed to such term in the Credit Agreement.


 


“Appraisal
Procedure” means the following procedure to determine the fair market value, as to any security, for purposes
of the definition of “Fair Market Value” or the fair market value,
as to any other property (in either case, the “Valuation Amount”).
The Valuation Amount shall be determined in good faith jointly by the Company and the Holder; provided, however,
that if such parties are not able to agree on the Valuation Amount within a reasonable period of time (not to exceed twenty (20)
Business Days), the Valuation Amount shall be determined by the mutual agreement of two (2) independent appraisers, one appointed
by the Company and one appointed by the Holder, with each appointed within ten (10) days of the Appraisal Procedure having been
first invoked by the Holder. The Company and the Holder shall submit their respective valuations and other relevant data to the
appraisers, and the appraisers shall, within twenty (20) days of the later of the two appraisers’ appointment dates, mutually
agree to a determination of the Valuation Amount. If such appraisers cannot mutually agree on the Valuation Amount by such date,
a third independent appraiser shall be chosen within 10 days of such date by the mutual consent of the first two appraisers. Such
third appraiser shall make a determination of the Valuation Amount within twenty (20) days of its appointment. If three (3) appraisers
shall have been appointed and made determinations of the Valuation Amount, then the average of the three (3) Valuation Amounts
shall be final and binding on the Company and the Holder as the final Valuation Amount, provided, however, that
if the determination of one appraiser differs by an amount equal to more than twice that of the middle of the three appraisers’
Valuation Amounts (the “Outlier Appraiser”), then the determination of the Outlier Appraiser shall be excluded
from determining the final Valuation Amount and the remaining two appraisers’ determinations of the Valuation Amount shall
be averaged and such average shall be final and binding upon the Company and the Holder as the final Valuation Amount. The Company
shall pay all of the fees and expenses incurred in conducting the Appraisal Procedure.


 


“beneficial
owner” and “beneficially own” shall have the meaning set forth under Section 13(d) of the Exchange
Act.


 


“Beneficial
Ownership Limitation” has the meaning set forth in Section 5.1 hereof.


 


“Business
Day” shall have the meaning ascribed to such term in the Credit Agreement.


 


“Closing
Share and Warrant Issuance Agreement” means that certain Closing Share and Warrant Issuance Agreement by and between
the Company and the Investor, dated [●].


 


“Commission”
means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal
securities laws.


 






    	 	2	 



     


    

 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company as constituted on the Original Issue
Date, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital stock of
the Company of any other class (regardless of how denominated) issued to the holders of shares of any Common Stock upon any reclassification
thereof which is also not preferred as to dividends or liquidation over any other class of stock of the Company and which is not
subject to redemption and (ii) shares of common stock of any successor or acquiring corporation received by or distributed to
the holders of Common Stock of the Company in the circumstances contemplated by Section 4.6 hereof.


 


“Company”
shall have the meaning set forth in the preamble to this Warrant.


 


“Credit
Agreement” shall have the meaning set forth in the preamble to this Warrant.


 


“Delivery
Notice” shall have the meaning set forth in Section 5.1(c) hereof.


 


“Designated
Office” shall have the meaning set forth in Section 9 hereof.


 


“Dilution
Adjustment” shall have the meaning set forth in Section 10.1(a) hereof.


 


“Dilution
Price” shall mean, with respect to each share of Common Stock, $9.05, subject to adjustments described in Sections
4.4, 4.5 and 4.6 hereof.


 


“DOJ”
shall have the meaning set forth in Section 6.4 hereof.


 


“DTC”
shall have the meaning set forth in Section 2.1(b) hereof.


 


“DWAC”
shall have the meaning set forth in Section 2.1(b) hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Exercise
Date” shall have the meaning set forth in Section 2.1(a) hereof.


 


“Exercise
Notice” shall have the meaning set forth in Section 2.1(a) hereof.


 


“Exercise
Price” means, in respect of a share of Warrant Stock at any date herein specified, the initial Exercise Price
set forth in the preamble of this Warrant, as adjusted from time to time pursuant to Article 4 hereof.


 


“Expiration
Date” means (i) the fifth anniversary of the Original Issue Date, to be extended to allow for delayed exercise
and delivery of any Warrant Stock in accordance with Section 5.1(c) hereof, or (ii) if, at the Initial Exercise Date and pursuant
to Section 2.1(a) hereof, the Warrant does not become exercisable because no principal or interest amounts are outstanding under
the Credit Agreement, the Initial Exercise Date.


 


“Expiration
Warrant Stock” shall have the meaning set forth in Section 5.1(c) hereof.


 






    	 	3	 



     


    

 


“Fair
Market Value” means (i) as to any Common Stock listed or quoted on a Trading Market, the 10-Day VWAP determined
in respect of such primary Trading Market and (ii) as to any Common Stock not listed or quoted on a Trading Market or any other
security, (A) the Ten Day Average of the average closing prices of such security’s sales on all domestic securities exchanges
on which such security may at the time be listed, or (B) if there have been no sales on any such exchange such that the foregoing
Ten Day Average cannot be calculated, the average of the highest bid and lowest asked prices on all such exchanges at the end
of the Business Day immediately prior to the date that Fair Market Value is determined as of, or (C) if on any day such security
is not listed any domestic securities exchange such that neither the foregoing Ten Day Average nor the foregoing bid-and-asked
price average can be calculated, the average of the highest bid and lowest asked prices at the end of the Business Day immediately
prior to the date that Fair Market Value is determined as of in the domestic over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System or similar organization (and in each such case excluding any trades
that are not bona fide, arm’s length transactions). If neither the foregoing clause (i) nor clause (ii) is applicable, then
(i) the “Fair Market Value” of such security as of an applicable determination date shall be as determined in good
faith by the Board of Directors of the Company, provided, however, that if shares of such security have been sold
in arms-length transactions by the Company within the 90-day period prior to the determination of the Fair Market Value, the Fair
Market Value determined pursuant to this sentence shall not be less than the highest price paid for such shares during such period,
and (ii) with respect to property other than securities, the “Fair Market Value” of such other property on the applicable
determination date shall be as determined in good faith by the Board of Directors of the Company.


 


“Fifth
Amendment” shall have the meaning set forth in the preamble to this Warrant.


 


“Fifth
Amendment Effective Date” shall have the meaning set forth in the preamble
to this Warrant.


 


“Fifth
Amendment Warrants” means the Warrant together with all other warrants issued pursuant to the Fifth Amendment.


 


“FTC”
shall have the meaning set forth in Section 6.4 hereof.


 


“Governmental
Authority” shall have the meaning set forth in the Credit Agreement.


 


“Holder”
means with respect to any Warrant or share of Warrant Stock, the Person in whose name the Warrant or Warrant Stock is registered
on the books of the Company maintained for such purpose.


 


“Holder
Group” shall have the meaning set forth in Section 5.1(d) hereof.


 


“HSR
Act” shall have the meaning set forth in Section 6.4 hereof.


 


“Initial
Exercise Date” shall have the meaning set forth in Section 2.1(a) hereof.


 


“Interest
Share Issuance” shall have the meaning set forth in the Credit Agreement.


 






    	 	4	 



     


    

 


“Investor”
shall have the meaning set forth in the preamble to this Warrant.


 


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and
any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case
of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Maximum
Percentage” shall have the meaning set forth in Section 5.1 hereof.


 


“Original
Issue Date” means [●], the date on which the Original Warrant was issued by the Company pursuant to the
Closing Share and Warrant Issuance Agreement and the Fifth Amendment.


 


“Original
Warrant” means the Warrant as originally issued by the Company pursuant to the Closing Share and Warrant Issuance
Agreement and the Fifth Amendment.


 


“Outlier
Appraiser” shall have the meaning set forth in Article 1 hereof.


 


“Outstanding”
means, subject to Section 5.1(d) hereof, when used with reference to Common Stock, at any date as of which the number of shares
thereof is to be determined, all issued and actually outstanding shares of Common Stock, except shares then owned or held by or
for the account of the Company or any Subsidiary, and shall include all shares issuable in respect of outstanding scrip or any
certificates representing fractional interests in shares of Common Stock.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authority.


 


“Reference
Price” shall have the meaning set forth in Section 4.1 hereof.


 


“Related
Issuances” shall have the meaning set forth in Section 5.2 hereof.


 


“Required
Holders” means holders of outstanding Fifth Amendment Warrants representing more than 50% of the Warrant Stock issuable
upon exercise of such outstanding Fifth Amendment Warrants.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Stockholder
Approval” means the approval by the stockholders of the Company for purposes of terminating the issuance cap in respect
of shares of Common Stock set forth in Section 5.2 hereof.


 






    	 	5	 



     


    

 


“Subsidiary”
means any corporation, association, trust, limited liability company, partnership, joint venture or other business association
or entity (i) at least 50% of the Outstanding voting securities of which are at the time owned or controlled, directly or indirectly,
by the Company; or (ii) with respect to which the Company possesses, directly or indirectly, the power to direct or cause the
direction of the affairs or management of such Person.


 


“Ten
Day Average” means, with respect to any prices and in connection with the calculation of Fair Market Value, the
average of such prices over the ten Business Days ending on the Business Day immediately prior to the day as of which “Fair
Market Value” is being determined.


 


“Trading
Day” means any day that the primary Trading Market on which the Common Stock is listed or quoted is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” shall have the meaning set forth in Section 2.1(b) hereof.


 


“Valuation
Amount” shall have the meaning set forth in Article 1 hereof.


 


“Warrant
Price” means an amount equal to (i) the number of shares of Warrant Stock being purchased upon exercise of this
Warrant pursuant to Section 2.1 hereof, multiplied by (ii) the Exercise Price.


 


“Warrant”
means the Original Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, the Original
Warrant, or any other like warrant subsequently issued to the Holder. All such foregoing warrants shall at all times be identical
as to terms and conditions, except as to the number of shares of Warrant Stock for which they may be exercised and their date
of issuance.


 


“Warrant
Stock” means the shares of Common Stock issued, issuable or both (as the context may require) upon the exercise
of the Warrant.


 


		2.	EXERCISE
                                         OF WARRANT



 


2.1       Manner
of Exercise.


 


(a)       If
any principal or interest amounts are outstanding under the Credit Agreement on the date that is the one hundred and eightieth
(180th) day following the Fifth Amendment Effective Date (the foregoing 180th day, the “Initial
Exercise Date”), then from the Initial Exercise Date and at any time before 4:00 P.M., Eastern Standard Time,
on the Expiration Date, the Holder of this Warrant may from time to time exercise this Warrant, on any Business Day, for all or
any part of the number of shares of Warrant Stock (subject to adjustment as provided herein) purchasable hereunder. In order to
exercise this Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its Designated Office a written notice
of the Holder’s election to exercise this Warrant (an “Exercise Notice”)
substantially in the form attached to this Warrant as Annex A, which Exercise Notice shall be irrevocable and specify the
number of shares of Warrant Stock to be purchased, together with this Warrant and (ii) pay to the Company the Warrant Price. The
date on which such delivery and payment shall have taken place being hereinafter referred to as the “Exercise
Date.” If at the Expiration Date, this Warrant remains exercisable for any Warrant Stock, the Holder shall be
deemed to have delivered an Exercise Notice for such remaining Warrant Stock as of the Expiration Date and payment for such Warrant
Stock shall be deemed to be made by the Holder pursuant to Section 2.1(c)(i) hereof, unless the Holder notifies the Company otherwise
prior to the Expiration Date in respect of such delivery and payment. For the avoidance of doubt, once this Warrant shall become
exercisable in accordance with this Section 2.1, any subsequent payment of all remaining principal and interest outstanding under
the Credit Agreement shall not affect the ability of the Holder to exercise this Warrant.


 






    	 	6	 



     


    

 


(b)       Subject
to Article 5 hereof, upon receipt by the Company of such Exercise Notice, surrender of this Warrant and payment of the Warrant
Price (in accordance with Section 2.1(c) hereof), the Company shall cause its Transfer Agent to deliver the applicable shares
of Warrant Stock, and the Company shall deliver or cause to be delivered cash in lieu of any fraction of a share, to the Holder
and register such issued shares of Warrant Stock on the books of the Company as instructed by the Holder in the Exercise Notice.
The issued shares of Warrant Stock will be delivered by crediting the account of the Holder’s prime broker (as specified
by the Holder to the Company) with the Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby
the Holder’s prime broker shall initiate a DWAC transaction no later than 4:00 p.m. Eastern Standard Time on the third Trading
Day following the Exercise Date using its DTC participant identification number, and released by Continental Stock Transfer &
Trust Company, the Company’s transfer agent (the “Transfer Agent”),
at the Company’s direction. The Holder shall direct the broker-dealer at which the account or accounts to be credited with
the issued shares of Warrant Stock are maintained, which broker/dealer shall be a DTC participant, to initiate a transaction through
the DWAC system, instructing the Transfer Agent to credit such account or accounts with such shares of Warrant Stock. Such DWAC
instruction shall indicate the settlement date for the deposit of such shares of Warrant Stock, which shall be the Exercise Date.
The Company shall direct the Transfer Agent to credit the Holder’s account or accounts with such shares of Warrant Stock
pursuant to the information contained in the DWAC instruction. This Warrant shall be deemed to have been exercised and such shares
of Warrant Stock shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall
be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the Exercise Date.


 


(c)       Subject
to Article 5 hereof, payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods:
(i) by delivery of a certified or official bank check or by wire transfer of immediately available funds in the amount of such
Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock
then issuable upon exercise of this Warrant with an aggregate Fair Market Value equal to such Warrant Price, (iii) by surrendering
to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Market Value equal to such Warrant
Price, or (iv) any combination of the foregoing. In the event of any withholding of Warrant Stock or surrender of Common Stock
pursuant to clause (ii), (iii) or (iv) of this Section 2.1(c) where the number of shares whose Fair Market Value is equal to the
Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the
nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being
so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof. The Holder will receive
fully paid and nonassessable shares of Warrant Stock upon any exercise of this Warrant.


 






    	 	7	 



     


    

 


(d)       If
this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the shares of Warrant Stock being
issued in accordance with Section 2.1(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase
the unpurchased shares of Warrant Stock called for by this Warrant. Such new Warrant shall in all other respects be identical
to this Warrant.


 


(e)       Subject
to Section 2.1(d) hereof, the Warrant delivered for exercise, and properly exercised by the Holder, in accordance with Sections
2.1(a)-(c) and Article 5 hereof shall be canceled by the Company.


 


2.2       Payment
of Taxes. All shares of Warrant Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid and nonassessable, issued without violation of any preemptive or similar rights of any stockholder of the Company
and free and clear of all Liens. The Company shall pay all expenses in connection with, and all taxes and other governmental charges
that may be imposed with respect to, the issue or delivery thereof.


 


2.3       Fractional
Shares. The Company shall not be required to issue a fractional share of Warrant Stock upon exercise of the Warrant. As to
any fraction of a share that the Holder of the Warrant, the rights under which are exercised in the same transaction, would otherwise
be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash equal to such fraction multiplied
by the Fair Market Value of one share of Common Stock on the Exercise Date.


 


		3.	TRANSFER,
                                         DIVISION AND COMBINATION



 


3.1       Transfer.
Upon compliance with the provisions of this Section 3.1, each transfer of this Warrant and all rights hereunder, in whole or in
part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the
Designated Office and compliance with the terms hereof, together with a written assignment of this Warrant in the form of Annex
B attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes described
in Section 2.2 hereof in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required,
such payment, the Company shall execute and deliver a new Warrant in the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned and this Warrant shall promptly be cancelled.


 






    	 	8	 



     


    

 


3.2       Mutilation
or Loss. Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant and an indemnity reasonably satisfactory to it (it being understood that the written indemnification
agreement of or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to such Holder; provided,
however, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered
to the Company for cancellation.


 


3.3       Division
and Combination. Subject to compliance with the applicable provisions of this Warrant, this Warrant may be divided or, following
such division, combined with other Warrants upon presentation hereof at the Designated Office, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with the applicable provisions of this Warrant as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be
divided or combined in accordance with such notice.


 


3.4       Expenses.
The Company shall prepare, issue and deliver at its own expense any new Warrant or Warrants required to be issued hereunder.


 


3.5       Maintenance
of Books. The Company agrees to maintain, at the Designated Office, books for the registration and transfer of the Warrants.


 


3.6       Registration
of Warrant Stock. Notwithstanding any termination, amendment, modification or supplement of the Credit Agreement subsequent
to the date hereof or, following the Initial Exercise Date, any subsequent payment of all remaining principal and interest outstanding
under the Credit Agreement, Section 2.4(h) of the Credit Agreement is hereby incorporated by reference herein as if fully set
forth herein as of the date hereof and shall apply mutatis mutandis to this Warrant and the Warrant Stock.


 


		4.	ANTIDILUTION
                                         PROVISIONS



 


The
number of shares of Warrant Stock for which this Warrant is exercisable and the Exercise Price shall be subject to adjustment
from time to time as set forth in this Article 4.


 


4.1       Upon
Issuance of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, issue any
shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into
or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities
without consideration or for consideration per share less than the greater of (x) the Dilution Price in effect immediately prior
to the issuance of such Common Stock or securities and (y) the Fair Market Value per share of the Common Stock immediately prior
to such issuance (the greater of (x) and (y), the “Reference Price”), then such Exercise Price shall forthwith
be lowered to a price equal to the price obtained by multiplying:


 


(i)       the
Exercise Price in effect immediately prior to the issuance of such Common Stock, options, rights or securities by


 


(ii)       a
fraction of which (x) the numerator shall be the sum of (i) the number of shares of Common Stock Outstanding immediately prior
to such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of
shares of Common Stock so offered would purchase at the Reference Price and (y) the denominator shall be the number of shares
of Common Stock Outstanding immediately after such issuance.


 






    	 	9	 



     


    

 


4.2       Upon
Acquisition of Common Stock. If the Company or any Subsidiary shall, at any time or from time to time after the Original Issue
Date, directly or indirectly, redeem, purchase or otherwise acquire any shares of Common Stock, options to purchase or rights
to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase
or rights to subscribe for such convertible or exchangeable securities, for a consideration per share (plus, in the case of such
options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange)
greater than the Fair Market Value per share of Common Stock immediately prior to the earlier of (x) the announcement of such
event or (y) such event, then the Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying:


 


(i)       the
Exercise Price in effect immediately prior to such event by


 


(ii)       a
fraction:


 


		(A)	the
                                         numerator of which is (1) the product of (a) the number of shares of Common Stock Outstanding
                                         and (b) the Fair Market Value per share of Common Stock, in each case immediately prior
                                         to such event, minus (2) the aggregate consideration paid by the Company in such event
                                         (plus, in the case of such options, rights, or convertible or exchangeable securities,
                                         the aggregate additional consideration required to be paid to the Company upon exercise,
                                         conversion or exchange), and



 


		(B)	the
                                         denominator of which is the product (1) the number of shares of Common Stock Outstanding
                                         immediately after such event and (2) the Fair Market Value per share of Common Stock
                                         immediately prior to such event.



 


4.3       Provisions
Applicable to Adjustments. For the purposes of any adjustment of the Exercise Price pursuant to Section 4.1 or 4.2 hereof,
the following provisions shall be applicable:


 


(i)       In
the case of the issuance of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable
securities for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the
Fair Market Value of the non-cash consideration.


 






    	 	10	 



     


    

 


(ii)       In
the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible
into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:


 


		(A)	the
                                         aggregate maximum number of shares of Common Stock that potentially may be deliverable
                                         upon exercise of such options to purchase or rights to subscribe for Common Stock at
                                         any time during the term thereof shall be deemed to have been issued at the time such
                                         options or rights were issued and for a consideration equal to the consideration (determined
                                         in the manner provided in subparagraph (i) above), if any, received by the Company upon
                                         the issuance of such options or rights plus the minimum purchase price provided in such
                                         options or rights for the Common Stock covered thereby;



 


		(B)	the
                                         aggregate maximum number of shares of Common Stock that potentially may be deliverable
                                         upon conversion of or in exchange for any such convertible or exchangeable securities
                                         or upon the exercise of options to purchase or rights to subscribe for such convertible
                                         or exchangeable securities and subsequent conversion or exchange thereof at any time
                                         during the term thereof shall be deemed to have been issued at the time such securities,
                                         options, or rights were issued and for a consideration equal to the consideration received
                                         by the Company for any such securities and related options or rights (excluding any cash
                                         received on account of accrued interest or accrued dividends), plus the additional consideration,
                                         if any, to be received by the Company upon the conversion or exchange of such securities
                                         or the exercise of any related options or rights (the consideration in each case to be
                                         determined in the manner provided in paragraph (i) above);



 


		(C)	on
                                         any increase in the number of shares or decrease in the effective exercise or conversion
                                         price of Common Stock deliverable upon exercise of any such options, rights or securities
                                         or conversions of or exchanges of such securities, including any change resulting from
                                         the anti-dilution provisions thereof, the Exercise Price shall forthwith be readjusted
                                         to such Exercise Price as would have been obtained had the adjustment made upon the issuance
                                         of such options, rights or securities not converted prior to such change or options or
                                         rights related to such securities not converted prior to such change been made upon the
                                         basis of such change; and



 


		(D)	no
                                         further adjustment of the Exercise Price adjusted upon the issuance of any such options,
                                         rights, convertible securities or exchangeable securities shall be made as a result of
                                         the actual issuance of Common Stock on the exercise of any such rights or options or
                                         any conversion or exchange of any such securities.



 






    	 	11	 



     


    

 


4.4       Upon
Stock Dividends, Subdivisions or Splits. If, at any time after the Original Issue Date, the number of shares of Common Stock
Outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend,
or to be affected by such subdivision or split-up, the Exercise Price and the Dilution Price shall each be appropriately decreased
by multiplying each price by a fraction, the numerator of which is the number of shares of Common Stock Outstanding immediately
prior to such increase and the denominator of which is the number of shares of Common Stock Outstanding immediately after such
increase in Outstanding shares.


 


4.5       Upon
Combinations or Reverse Stock Splits. If, at any time after the Original Issue Date, the number of shares of Common Stock
Outstanding is decreased by a combination or reverse stock split of the Outstanding shares of Common Stock into a smaller number
of shares of Common Stock, then, following the record date to determine shares affected by such combination or reverse stock split,
the Exercise Price and the Dilution Price shall each be appropriately increased by multiplying each price by a fraction, the numerator
of which is the number of shares of Common Stock Outstanding immediately prior to such decrease and the denominator of which is
the number of shares of Common Stock Outstanding immediately after such decrease in Outstanding shares.


 


4.6       Upon
Reclassifications, Reorganizations, Consolidations, Mergers or Dispositions of Assets. In the event of any capital reorganization
of the Company, any reclassification of the capital stock of the Company (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock dividend or subdivision, stock-split, reverse stock-split
or combination of shares), any consolidation or merger of the Company with or into another Person (where the Company is not the
surviving Person or where there is a change in or distribution with respect to the Common Stock) or sale, transfer or other disposition
of all or substantially all of the Company’s property, assets or business to another Person, each Warrant shall after such
reorganization, reclassification, consolidation, merger or disposition of assets be exercisable for the kind and number of shares
of stock or other securities or property of the Company or of the successor Person (if other than the Company) resulting from
such reorganization, reclassification, consolidation, merger or disposition of assets, if any, to which the holder of the number
of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation,
merger or disposition of assets) upon exercise of such Warrant would have been entitled upon such reorganization, reclassification,
consolidation, merger or disposition of assets (without taking into account any limitations or restrictions on the exercisability
of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with
respect to the Holder’s rights under this Warrant to insure that the provisions of Article 4 hereof shall thereafter be
applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable
upon exercise of this Warrant (and, for the avoidance of doubt, such adjustments shall include any appropriate adjustment to the
Dilution Price to realize the intended economic protection to the Holder of Section 4.1 hereof, as appropriate). The Company shall
not effect any such reorganization, reclassification, consolidation, merger or disposition of assets unless, prior to the consummation
thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation,
merger or disposition of assets, shall assume, by written instrument, the obligation to deliver to the Holders of the Warrant
such shares of stock, securities or assets, which, in accordance with the foregoing provisions of this Section 4.6, such Holders
shall be entitled to receive upon such conversion. The provisions of this Section 4.6 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers or dispositions of assets.


 






    	 	12	 



     


    

 


4.7       Other
Anti-Dilution Provisions. If the Company has issued or issues any securities of the Company to a financial institution, lender,
other credit provider, leasing company or other lessor in connection with the provisions of any financing or lending agreements,
containing provisions (including, without limitation, any of the terms of pricing, exercise price, anti-dilution and registration
rights) which are more favorable than those set forth herein, the Company will make such provisions (or any more favorable portion
thereof) available to the Holder and will enter into amendments necessary to confer such rights on the Holder.


 


4.8       Appraisal
Procedure. In any case in which the provisions of this Article 4 shall necessitate that the Appraisal Procedure be utilized
for purposes of determining an adjustment to the Exercise Price, the Company may defer, until the completion of the Appraisal
Procedure and the determination of the adjustment, (i) issuing to the Holder of any Warrant exercised after the date of the event
that requires the adjustment and before completion of the Appraisal Procedure and the determination of the adjustment, the shares
of capital stock issuable upon such exercise by reason of the adjustment required by such event and issuing to such Holder only
the shares of capital stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Holder
any amount in cash in lieu of a fractional share of capital stock pursuant to Section 2.3 above; provided, however,
that the Company shall deliver to such Holder an appropriate instrument or due bills evidencing such Holder’s right to receive
such additional shares or such cash.


 


4.9       Adjustment
of Number of Shares Purchasable. Upon any adjustment of the Exercise Price as provided in Section 4.1, 4.2, 4.4, 4.5 and 4.6,
the Holders of the Warrants shall thereafter be entitled to purchase upon the exercise thereof, at the Exercise Price resulting
from such adjustment, the number of shares of Warrant Stock (calculated to the nearest 1/100th of a share) obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable on the exercise
hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.


 


4.10       Increase
of Number of Shares Purchasable. After giving effect to all other provisions in this Article 4 other than this Section 4.10,
the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be increased when the Exercise Price is
adjusted to an amount below the then-existing par value of the Warrant Stock, including successive adjustments to the Exercise
Price to an amount further below the then-existing par value. The number of additional shares purchasable upon exercise of this
Warrant shall be equal to the number obtained by dividing:


 


(i)       The
product of (A) the number of shares purchasable upon exercise of the Warrant before application of this Section 4.10 and (B) the
difference between the then-existing par value per share of Warrant Stock minus the adjusted Exercise Price, by


 


(ii)       The
difference between the Fair Market Value of the Common Stock on the Exercise Date minus the then-existing par value per share
of Warrant Stock.


 


Concurrently
with the foregoing adjustment to the number of additional shares purchasable upon exercise of this Warrant, the Exercise Price
shall be adjusted to be the then-existing par value of the Warrant Stock.


 


4.11       Form
of Warrants. Irrespective of any adjustments of the number of shares of Warrant Stock purchasable or of the Exercise Price,
the Warrant theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated
in the Warrant issued on the Original Issue Date.


 


4.12       Changes
in Securities. Notwithstanding any provision in this Article 4 to the contrary and without limitation to any other provision
contained in this Article 4, in the event any securities of the Company are amended, modified or otherwise altered by operation
of this Article 4’s terms or otherwise in any manner whatsoever (including through the anti-dilution provisions thereof)
that results in (i) the reduction of the effective exercise, conversion or exchange price of such securities payable upon the
exercise for, or conversion or exchange into, Common Stock or other securities exercisable for, or convertible or exchangeable
into, Common Stock and/or (ii) such securities becoming exercisable for, or convertible or exchange into (A) more shares or dollar
amount of such securities which are, in turn exercisable for, or convertible or exchangeable into, Common Stock, or (B) more shares
of Common Stock, then such amendment, modification or other alteration shall be treated for purposes of Article 4 as if the securities
which have been amended, modified or altered have been terminated and new securities have been issued with the amended or modified
terms. The Company shall make all necessary adjustments (including successive adjustments if required) to the Exercise Price in
accordance with this Article 4, but in no event shall the Exercise Price be greater than it was immediately prior to the application
of this Section 4.12 to the amendment, modification or alteration in question.


 


4.13       Maximum
Exercise Price. Except as provided in Section 4.5 above, at no time shall the Exercise Price per share of Warrant Stock exceed
the amount set forth in the preamble of this Warrant.


 


4.14       Exceptions.
Notwithstanding anything to the contrary, Article 4 hereof shall not apply to (i) (A) the issuance and exercise of options to
purchase shares of Common Stock and (B) the issuance of shares of Common Stock, in each case of the foregoing clause (A) and (B),
as made to eligible recipients pursuant to any equity incentive plan duly adopted by the board of directors of the Company in
the ordinary course of business, or (ii) any issuance of shares of Common Stock upon conversion of the Company’s convertible
debt securities outstanding as of the Business Day immediately preceding the Original Issue Date.


 






    	 	13	 



     


    

 


4.15       Notice
of Adjustment of Exercise Price. Whenever the number of shares of Common Stock for which this Warrant is exercisable or the
Exercise Price is adjusted as provided under Article 4 hereof:


 


(i)       the
Company shall compute the adjusted Exercise Price in accordance with this Article 4 and shall prepare a certificate signed by
the treasurer or chief financial officer of the Company setting forth the adjusted Exercise Price and showing in reasonable detail
the facts upon which such adjustment is based, and such certificate shall forthwith be filed at the Designated Office; and


 


(ii)       a
notice stating that the Exercise Price has been adjusted and setting forth the adjusted Exercise Price shall forthwith be prepared
by the Company, and as soon as practicable after it is prepared, such notice shall be mailed by the Company at its expense to
the Holder at its last address as it shall appear in the warrant register. If the Board of Directors of the Company makes any
determination of Fair Market Value for purposes of determining such proposed adjustment, then, within thirty (30) days of the
Holder’s receipt of such notice, the Holder shall have the right to use the Appraisal Procedure to determine Fair Market
Value with respect to the entire proposed adjustment.


 


4.16       Independent
Application. Except as otherwise provided herein, all sections of this Article 4 are intended to operate independently of
one another (but without duplication). If an event occurs that requires the application of more than one section of this Article
4, all applicable sections shall be given independent effect without duplication.


 


		5.	BENEFICIAL
                                         OWNERSHIP LIMITS; ISSUANCE CAP



 


5.1       Beneficial
Ownership Limitation.


 


(a)       Notwithstanding
anything to the contrary contained herein, the Holder shall not receive shares of Warrant Stock upon exercise of the Warrant to
the extent (but only to the extent) that such exercise or receipt would cause the Holder Group to become, directly or indirectly,
a beneficial owner of a number of shares of Common Stock that exceeds the Maximum Percentage of Common Stock Outstanding as of
the Exercise Date (the “Beneficial Ownership Limitation”). The Beneficial
Ownership Limitation (i) may be increased or decreased, in the Holder’s sole discretion, upon 61 days’ written notice
to the Company by the Holder, provided, however, that in no event shall the Holder increase such Beneficial Ownership
Limitation to raise the Maximum Percentage in excess of 19.99% as of any date of shares of Common Stock Outstanding from the date
hereof through the Expiration Date and (ii) shall automatically be increased to a Maximum Percentage of 19.99% on the date that
is 15 days prior to the Expiration Date.


 


(b)       At
the time of delivery of any Exercise Notice, the Holder shall notify the Company if, and only if, a Holder Group would beneficially
own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation upon giving effect to such Exercise Notice.
For the avoidance of doubt, upon any failure by the Holder to deliver such notice, any subsequent purported delivery in such instance
of Warrant Stock shall be void and have no effect pursuant to Section 5.1(c) hereof.


 






    	 	14	 



     


    

 


(c)       Any
purported delivery of Warrant Stock pursuant to Section 2.1(b) hereof, and any purported payment by the Holder of the Warrant
Price pursuant to Section 2.1(a) and 2.1(c) hereof, in connection with the exercise of the Warrant shall be void and have no effect
to the extent (but only to the extent) that such delivery would violate the Beneficial Ownership Limitation. If any delivery of
Warrant Stock owed to the Holder following exercise of the Warrant is not made, in whole or in part, as a result of the Beneficial
Ownership Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver
such Warrant Stock as promptly as practicable after the Holder gives written notice to the Company that such delivery would not
violate the Beneficial Ownership Limitation (the “Delivery Notice”), provided, however, that
(i) the Holder shall be deemed to have exercised this Warrant in respect of any such delayed Warrant Stock (other than at the
Expiration Date) as of the date of the applicable Delivery Notice and (ii) for the avoidance of doubt, Article 4 hereof and Article
10 hereof shall remain in full force and effect for such period of delay, and provided, further, however,
that at the Expiration Date and in accordance with the deemed Exercise Notice under Section 2.1(a) hereof, if, without giving
effect to the Beneficial Ownership Limitation, the Warrant would be exercisable for any Warrant Stock, (i) the Holder shall be
entitled to receive from the Company any such remaining Warrant Stock under the terms of this Warrant until such time as the Beneficial
Ownership Limitation would not prohibit such delivery (such Warrant Stock at the Expiration Date, the “Expiration Warrant
Stock”), (ii) the Holder shall be deemed to have exercised this Warrant in respect of all such Expiration Warrant Stock
as of the date of such Holder’s receipt from the Company of the Expiration Warrant Stock (which exercise shall be subject
to Article 4 hereof but not be subject to Sections 4.1 through 4.3 hereof) and (iii) for the avoidance of doubt, Article 10 hereof
shall remain in full force and effect for the period until the delivery of the Expiration Warrant Stock.


 


(d)       For
purposes of this Section 5.1, (i) the term “Maximum Percentage” shall
mean [4.99%; provided, however, that if at any time after the date hereof the Holder Group beneficially owns in
excess of 4.99% of the Outstanding Common Stock (excluding any Common Stock that could be acquired by exercise of this Warrant),
then the Maximum Percentage shall automatically increase to 9.99% so long as any Holder Group owns in excess of 4.99% of such
Common Stock (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the time when no Holder Group beneficially
owns in excess of 4.99% of such Outstanding Common Stock)]//[19.99%]1; and (ii)
the term “Holder Group” shall mean any group in respect of Common
Stock, where “group” has the meaning established under Section 13(d) of the Exchange Act and the rules promulgated
thereunder, if the Holder or any other Person having beneficial ownership of Common Stock beneficially owned by the Holder is
a member of such group. In determining the number of shares of Common Stock Outstanding for purposes of this Section 5.1 and the
number of shares that the Holder may at any time acquire pursuant to the Beneficial Ownership Limitation and the other terms of
this Section 5.1, the Holder shall give effect to the last sentence of Rule 13d-3(d)(1)(i) as promulgated under the Exchange Act,
and the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Commission, as the case may be, (y) a more recent public
announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number
of shares of Common Stock then outstanding. Upon written or oral request of the Holder, the Company shall, within two (2) Business
Days of such request, confirm orally and in writing to the Holder the number of shares of Common Stock then Outstanding. For the
avoidance of doubt, if at any time after the Initial Exercise Date and through the Expiration Date, any Holder Group would become
the beneficial owner of any shares of Common Stock pursuant to an Interest Share Issuance to such Holder Group, the effect of
the Beneficial Ownership Limitation in respect of Warrant Stock shall be determined after giving effect to the beneficial ownership
of such shares of Common Stock pursuant to an Interest Share Issuance pursuant to Section 2.4(f) of the Credit Agreement for purposes
of effectuating such intended beneficial ownership limitation under the Credit Agreement. The provisions of this Section 5.1 shall
be construed, corrected and implemented in a manner so as to effectuate the intended Beneficial Ownership Limitation.


 


 



















1Note to Form: 19.99% to apply for WPI-Cadiz Farm CA, LLC as Investor in respect of its Warrant.



 



    	 	15	 



     


    

 


5.2       Issuance
Cap. Unless Stockholder Approval has been previously obtained, in the event that any issuance of Warrant Stock upon the exercise
of this Warrant would, together with (i) any other issuance of shares of Common Stock by the Company to any holder of any Fifth
Amendment Warrant and/or (ii) any issuance of shares of Common Stock pursuant to an Interest Share Issuance that would, in each
case, be aggregated with such proposed issuance under this Warrant for determining whether such issuances collectively would require
approval by a vote of Company stockholders under the applicable listing rules of the Nasdaq Global Market, any successor stock
exchange operated by the NASDAQ Stock Market LLC or any successor thereto (such other issuances in the foregoing clauses (i) and
(ii), the “Related Issuances”), exceed 19.99% of the Common Stock
Outstanding on May 24, 2016 (the “Aggregation Date”), the Holder shall receive only a number of shares of Common
Stock, rounded down to the nearest whole number, equal to (A) the maximum number of shares of Common Stock which could be
issued to the Holder and any other recipients of any then-proposed Related Issuances in the aggregate without the Related Issuances
exceeding 19.99% of the Common Stock Outstanding on the Aggregation Date (such maximum number calculated by giving effect to any
then-proposed Related Issuances in connection with any Interest Share Issuance last) multiplied by a ratio equal to (B) (1)
the number of shares of Common Stock that would be otherwise received by the Holder under this Warrant divided by (2) the
number of all of the shares of Common Stock that would be otherwise received by the Holder under this Warrant and the recipients
of any then-proposed Related Issuances in the aggregate. To the extent the Holder is entitled to receive from the Company a number
of shares of Warrant Stock reduced by this Section 5.2, the Company shall pay to the Holder, in satisfaction of the Company’s
obligation to deliver such Warrant Stock, a cash amount equivalent to the Fair Market Value, determined as of the Exercise Date,
of the number of shares of Warrant Stock by which such exercise was reduced within three (3) Business Days of the Exercise Date.


 


		6.	NO
                                         IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION



 


6.1       No
Impairment. The Company shall not by any action, including, without limitation, amending its charter documents or through
any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any
other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company
shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Warrant Stock upon the exercise of this Warrant, free and clear of all Liens, and shall use its best
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof
as may be necessary to enable the Company to perform its obligations under this Warrant. The Company shall not take any action,
enter into any transaction or suffer to exist any event, action or state of facts that would cause the Exercise Price to be adjusted
below the then existing par value of Common Stock (unless the Common Stock is changed to capital stock with no par value); provided,
however, that nothing herein will prevent the operation of any other provision of this Warrant, including the anti-dilution
provisions of Article 4 hereof.


 






    	 	16	 



     


    

 


6.2       No
Dilution. If any event shall occur as to which the provisions of Article 4 hereof are not strictly applicable but the failure
to make any adjustment would adversely affect the purchase rights represented by the Warrant in accordance with the essential
intent and principles of such Article (including, without limitation, the issuance of securities other than Common Stock which
have the right to participate in distributions to the holders of Common Stock, the granting of “phantom stock” rights
or “stock appreciation rights”), then, in each such case, the Company shall, upon the request of any Holder, appoint
an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers,
employees, Affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its
Subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not
(and none of its directors, officers, employees, Affiliates or stockholders are) a promoter, director or officer of the Company
or any of its Subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in Article 4 hereof, necessary to preserve, without dilution, the purchase rights, represented
by this Warrant. Prior to such determination by such investment banking firm, the Company and the requesting Holder(s), respectively,
shall specify the amount, if any, of the adjustment that such party has determined in good faith to be appropriate. The adjustment
determined by the investment banking firm shall be within the range of the adjustments thus proposed by the parties, and the costs
and fees of such investment banking firm shall be allocated proportionately between the Company, on one hand, and the Holder,
on the other, based on the respective differences between the amount of the adjustment as determined by such investment banking
firm and the amounts of such adjustment proposed by the Company and the Holder. Upon receipt of such opinion, the Company will
promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments described therein.


 


6.3       Other
Agreements. The Company is not a party to or bound in any manner under, and covenants that it will not enter into at any time
after the date hereof, any agreement or contract (whether written or oral) with respect to any of its securities which prevents
the Company from complying in any respect with the rights granted by the Company hereunder.


 






    	 	17	 



     


    

 


6.4       Antitrust
Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of this Warrant
pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), the Company shall file, within seven (7) Business Days after receiving notice from
the Holder of the applicability of the HSR Act and a request to so file, with the United States Federal Trade Commission (the
“FTC”) and the United States Department of Justice (the “DOJ”) the notification and report
form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise of this
Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements of
the HSR Act. The Company will furnish to the Holder promptly (but in no event more than five (5) business days) such information
and assistance as such holder may reasonably request in connection with the preparation of any filing or submission required to
be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional
information from the FTC or the DOJ (and in no event more than three (3) business days after receipt of such inquiry or request).
The Company shall keep such holder apprised periodically and at such holder's request of the status of any communications with,
and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or other
fees required to be paid by the Company under the HSR Act or any other applicable law in connection with such filings and all
costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Company in connection
with the preparation of such filings and responses to inquiries or requests. The Company shall also bear 50% of all filing or
other fees required to be paid by the Holder (or the “ultimate parent entity” of the Holder, if any) under the HSR
Act or any other applicable law in connection with such filings and 50% of all costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) incurred by the Holder in connection with the preparation of such filings and responses
to inquiries or requests, and the Holder shall bear the remaining 50% of such fees, costs and expenses. In the event that this
Section 6.4 is applicable to any exercise of this Warrant, the issuance to the Holder of the applicable Warrant Stock Shares,
and the payment by the Holder of the Warrant Price therefor, shall be subject to the expiration or earlier termination of the
waiting period under the HSR Act (with the Exercise Date being deemed to be the date immediately following the date of such expiration
or early termination).


 


		7.	RESERVATION
                                         AND AUTHORIZATION OF COMMON STOCK



 


7.1       Reservation.
The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrant such number of its authorized
but unissued shares of Common Stock as will be required for issuance of the Warrant Stock. All shares of Warrant Stock issuable
pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof,
shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear
of all Liens. Before taking any action that would result in an adjustment in the number of shares of Warrant Stock for which this
Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action. If any shares of
Warrant Stock required to be reserved for issuance upon exercise of the Warrant require registration or qualification with any
Governmental Authority under any federal or state law (including the Securities Act and state securities laws) before such shares
may be so issued, the Company will use its commercially reasonable efforts to register and qualify such shares as soon as practicable
and at its expense.


 






    	 	18	 



     


    

 


7.2       Corporate
Action. Before taking any action that would cause an adjustment reducing the Exercise Price below the then-par value (if any)
of the shares of Warrant Stock deliverable upon exercise of the Warrant or that would cause the number of shares of Warrant Stock
issuable upon exercise of the Warrant to exceed (when taken together with all other Outstanding shares of Common Stock) the number
of shares of Common Stock that the Company is authorized to issue, the Company will take any corporate action that, in the opinion
of its counsel, is necessary in order that the Company may validly and legally issue the full number of fully paid and nonassessable
shares of Warrant Stock issuable upon exercise of the Warrant at such adjusted exercise price.


 


		8.	NOTICE
                                         OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER BOOKS



 


8.1       Notices
of Corporate Actions.


 


In
case:


 


(a)       the
Company shall grant to the holders of its Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class; or


 


(b)       the
Company shall declare to the holders of its Common Stock any dividend or distribution; or


 


(c)       of
any reclassification of the Common Stock (other than a subdivision or combination of the Outstanding shares of Common Stock),
or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of
the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or


 


(d)       of
the voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


(e)       the
Company or any Subsidiary shall commence a tender offer for all or a portion of the Outstanding shares of Common Stock (or shall
amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered
therefor); or


 


(f)       the
Company or any Subsidiary takes any action or any event or circumstance occurs that impacts the rights of a Holder set forth herein
or in the Credit Agreement, as applicable;


 


then
the Company shall cause to be filed at the Designated Office, and shall cause to be mailed to the Holder at its last addresses
as they shall appear in the warrant register, at least 30 days prior to the applicable record, effective or expiration date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting
of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record who will
be entitled to such dividend, distribution, rights or warrants are to be determined, (y) the date on which such reclassification,
consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such
tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material
terms of the amendment thereto). Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary
to indicate the effect of such action on the Exercise Price and the number and kind or class of shares or other securities or
property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants.
Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described
in clauses (a) through (e) of this Section 8.1.


 






    	 	19	 



     


    

 


8.2       Taking
of Record. In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect
to which any provision hereof refers to the taking of a record of such holders, the Company will in each such case take such a
record and will take such record as of the close of business on a Business Day.


 


8.3       Closing
of Transfer Books. The Company shall not at any time close its stock transfer books or warrant transfer books so as to result
in preventing or delaying the exercise or transfer of any Warrant.


 


		9.	OFFICE
                                         OF THE COMPANY



 


9.1       As
long as the Warrant remains outstanding, the Company shall maintain an office or agency, which may be the principal executive
offices of the Company (the “Designated Office”), where the Warrant
may be presented for exercise, registration of transfer, division or combination as provided in this Warrant. Such Designated
Office shall initially be the office of the Company at 550 South Hope Street, Suite 2850, Los Angeles, California 90071. The Company
may from time to time change the Designated Office to another office of the Company or its agent within the United States by notice
given to any registered Holders at least ten (10) Business Days prior to the effective date of such change.


 


		10.	DILUTION
                                         ADJUSTMENT



 


10.1       Dilution
Adjustment.


 


(a)       In
the event that any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the
Holder as of the record date established by the Board of Directors of the Company for such dividend or distribution on the Common
Stock shall be entitled to receive a fee (the “Dilution Adjustment”)
in an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends
or distribution that such Holder would have received had the Warrant been exercised as of the date immediately prior to the record
date for such dividend or distribution, such Dilution Adjustment to be payable on the same payment date established by the Board
of Directors of the Company for the payment of such dividend or distribution; provided, however, that if the Company
declares and pays a dividend or distribution on the Common Stock consisting in whole or in part of Common Stock, then no such
Dilution Adjustment shall be payable in respect of the Warrant on account of the portion of such dividend or distribution on the
Common Stock payable in Common Stock and in lieu thereof the applicable adjustment in Article 4 hereof shall apply. The record
date for any such Dilution Adjustment shall be the record date for the applicable dividend or distribution on the Common Stock,
and any such Dilution Adjustment shall be payable to the Persons in whose name the Warrant is registered at the close of business
on the applicable record date.


 






    	 	20	 



     


    

 


(b)       No
dividend shall be paid or declared on any share of Common Stock (other than dividends payable in Common Stock for which an adjustment
was made pursuant to Article 4 hereof), unless the Dilution Adjustment, payable in the same consideration and manner, is simultaneously
paid or provided for, as the case may be, in respect of this Warrant in an amount determined as set forth in this Section 10.1.
For purposes of this Warrant, the term “dividends” shall include any pro rata distribution by the Company, out of
funds of the Company legally available therefor, of cash, property, securities (including, but not limited to, rights, warrants
or options and/or securities in connection with a spin-off of the Company) or other property or assets to the holders of the Common
Stock, whether or not paid out of capital, surplus or earnings other than liquidation.


 


(c)       Prior
to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all
prior corporate action necessary to authorize the issuance of any securities payable as the Dilution Adjustment in respect of
the Warrant.


 


		11.	MISCELLANEOUS



 


11.1       No
Implied Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by law.


 


11.2       Notices.
All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand
delivered or mailed postage prepaid by registered or certified mail or transmitted by facsimile transmission (with immediate telephonic
confirmation thereafter) or transmitted by email:


 


(a)       If
to the Holder:


 


[LENDER
NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]

Email: [●]


 


with
a copy to (which shall not constitute notice):


 






    	 	21	 



     


    

 


[NAME]

[ADDRESS]

[ADDRESS]

Attention: [●]

Facsimile No.: [●]

Email: [●], or


 


(b)       If
to the Company:


 


Cadiz
Inc.

550 South Hope Street, Suite 2850

Los Angeles, California 90071

Attention: Chief Financial Officer

Facsimile No.: 213-271-1614

Email: [●]


 


with
a copy to (which shall not constitute notice):


 


Mitchell
Silberberg & Knupp LLP

11377 W. Olympic Blvd.


Los
Angeles, CA 90065

Facsimile No.: (310) 312-3100

Attention: Kevin Friedmann, Esq.

Email: kxf@msk.com


 


or
at such other address as the parties each may specify by written notice to the others, and each such notice, request, consent
and other communication shall for all purposes of the Warrant be treated as being effective or having been given when delivered
if delivered personally, upon receipt of facsimile confirmation if transmitted by facsimile, upon transmission of email if transmitted
by email, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.


 


11.3       Indemnification.
If the Company fails to make, when due, any payments provided for in this Warrant, the Company shall pay to the Holder (a) interest
at the Applicable Rate on any amounts due and owing to such Holder and (b) such further amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees and expenses incurred by such Holder in
collecting any amounts due hereunder. The Company shall indemnify, defend and hold harmless the Holder and the Holders of any
Warrant Stock issued upon the exercise of this Warrant from and against any and all liability, loss, cost, damage, reasonable
attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred in connection
with or arising from any default hereunder by the Company or the enforcement of its rights hereunder as against the Company. This
indemnification provision shall be in addition to the rights of such Holder or Holders to bring an action against the Company
for breach of contract based on such default hereunder.


 






    	 	22	 



     


    

 


11.4       Limitation
of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Warrant Stock,
and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder to pay the
Exercise Price for any Warrant Stock other than pursuant to an exercise of this Warrant or any liability as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of the Company. The Holder shall not, by virtue hereof,
be entitled to any rights of a stockholder of the Company and nothing contained in this Warrant shall be construed as conferring
upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for
the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company.


 


11.5       Remedies.
The Holder of the Warrant and/or Warrant Stock, in addition to being entitled to exercise its rights granted by law, including
recovery of damages, shall be entitled to specific performance of its rights provided under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this
Warrant and hereby agrees, in an action for specific performance, to waive the defense that a remedy at law would be adequate.


 


11.6       Successors
and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors
of the Company and the permitted successors and assigns of the Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and to the extent applicable, all Holders of shares of Warrant Stock
issued upon the exercise hereof (including transferees), and shall be enforceable by any such Holder.


 


11.7       Amendment.
The prior written consent of the Company and the Required Holders shall be required for any change, waiver or amendment to this
Warrant. Any change, waiver or amendment so approved shall be binding upon all existing and future holders of this Warrant and
any other Fifth Amendment Warrants; provided, however, that no such change, waiver or amendment, as applied to any
of the Fifth Amendment Warrants held by any particular holder of Fifth Amendment Warrants, shall, without the written consent
of that particular holder, (i) disproportionately and materially adversely affect any rights under such particular holder’s
Fifth Amendment Warrant (other than as reflected by the different number of shares of Warrant Stock issuable to such holder);
or (ii) modify any of the provisions of, or impair the right of any holder of Fifth Amendment Warrants under, this Section 11.7.
This Warrant cannot be changed, modified, discharged or terminated by oral agreement.


 


11.8       Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Warrant.


 


11.9       Headings.
The headings and other captions in this Warrant are for the convenience and reference only and shall not be used in interpreting,
construing or enforcing any provision of this Warrant.


 






    	 	23	 



     


    

 


11.10       Governing
Law. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


11.11       Jurisdiction.
Each of the Company and the Holder hereby irrevocably and unconditionally submits for itself and its property in any legal action
or proceeding relating to this Warrant, or for recognition and enforcement of any judgment in respect thereof, to the exclusive
general jurisdiction of the courts of the Supreme Court of the State of New York sitting in New York County, the courts of the
United States for the Southern District of New York, and appellate courts from any thereof, consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the
same, agrees that service of process in any such action or proceeding may be effected by delivery of notice pursuant to Section
11.2 hereof and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by
law.


 


11.12       Waiver
of Jury Trial. EACH OF THE COMPANY AND THE HOLDER WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (A) ARISING UNDER THIS WARRANT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THIS WARRANT OR THE TRANSACTIONS
RELATED HERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE COMPANY AND THE HOLDER AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS CLAUSE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE COMPANY AND THE HOLDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH OF THE COMPANY AND THE HOLDER ACKNOWLEDGES THAT
IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION 11.12, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT
AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS OF THIS SECTION 11.12.


 


11.13       Entire
Agreement. This Warrant contains the entire agreement with respect to the subject matter hereof and supersedes and replaces
all other prior agreements, written or oral, with respect to the subject matter hereof.


 


11.14       Originals.
A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have
the same legal effect as delivery of an original copy of this Warrant.


 


[Execution
Page Follows]


 




    	 	24	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Original Issue Date.


 


	 	CADIZ
    INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 


[Signature page to Warrant]






     


     


    

 


ANNEX
A TO THE WARRANT


 


EXERCISE
NOTICE


 


[To
be executed only upon exercise of Warrant]


 


The
undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of ______ shares of Common Stock
of Cadiz Inc. and herewith makes payment therefor in __________, all at the price and on the terms and conditions specified in
this Warrant and requests that the shares of Common Stock hereby purchased (and any securities or other property issuable upon
such exercise) be issued in the name of, and delivered to, as applicable, _________________, whose address is ____________________________________________________


________________________________________________,
and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant,
that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.


 


TO
DELETE THE FOLLOWING BRACKETED LANGUAGE IF INAPPLICABLE AT EXERCISE DATE:[The undersigned hereby notifies Cadiz Inc. that
a Holder Group would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation set
forth in this Warrant upon giving effect to this Exercise Notice. Pursuant to such limitation, Cadiz Inc. shall give effect to
this Exercise Notice in accordance with such limitation as of [INSERT DATE], the date hereof].


 


	 	 
	 	

        (Name
        of Registered Owner)

	 	 
	 	 
	 	

        (Signature
        of Registered Owner)

	 	 
	 	 
	 	(Street
    Address)
	 	 
	 	 
	 	(City)    (State)    (Zip
    Code)


 


	NOTICE:	The
    signature on this Exercise Notice must correspond with the name as written upon the face of the within Warrant in every particular,
    without alteration or enlargement or any change whatsoever.


 




     


     


    

 


ANNEX
B TO THE WARRANT


 


ASSIGNMENT
FORM


 


FOR
VALUE RECEIVED the undersigned registered owner of this Warrant hereby assigns unto the assignee named below all of the rights
of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:


 





	Name and Address of Assignee	 	No. of Shares of Common Stock
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


and
does hereby irrevocably constitute and appoint ________ _____________ attorney-in-fact to register such transfer onto the books
of Cadiz Inc. maintained for the purpose, with full power of substitution in the premises.


 


	Dated:	Print
    Name:
	 	 
	Signature:	Witness


 


	NOTICE:	The
    signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular,
    without alteration or enlargement or any change whatsoever.