exh4-13.htm


    THE
WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS
THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT
SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933 AS AMENDED.

    


    


    Void
after 5:00 p.m. New York Time, on the Expiration Date.

    Warrant
to Purchase __________________ Shares of Common Stock.

    


    


    WARRANT
TO PURCHASE COMMON STOCK

    OF

    CADIZ
INC.

    


    


    This is to Certify that, FOR VALUE
RECEIVED, ______________________________, or assigns ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
corporation ("Company"), ____________________________________ (_____________)
shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at a
price of Twelve Dollars and Fifty Cents ($12.50) per share, at any time during
the period commencing on the 90th day following the date set forth on the
signature page hereof (the "Initial Exercise Date") to the first anniversary of
the date set forth on the signature page hereof (the "Expiration Date"), but not
later than 5:00 p.m., New York Time, on the Expiration Date.  The
shares of Common Stock (or other stock or securities) deliverable upon such
exercise are hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of each share of Common Stock (as such price may be adjusted from
time to time as provided herein) is hereinafter sometimes referred to as the
"Exercise Price".

    


    (a)           EXERCISE OF
WARRANT.  This Warrant may be exercised in whole or in part at
any time or from time to time on or after the Initial Exercise Date and until
the Expiration Date, or if either such day is a day on which banking
institutions in the State of New York are authorized by law to close, then on
the next succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such form.  If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
thereunder.  Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder.  The Company shall pay all expenses, transfer taxes and
other charges payable in connection with the preparation, issue and delivery of
stock certificates under this Section (a), except that, in case such stock
certificates shall be registered in a name or names other than the name of the
holder of this Warrant, all stock transfer taxes which shall be payable upon the
issuance of such stock certificate or certificates shall be paid by the Holder
at the time of delivering the Purchase Form.

    


    Notwithstanding anything herein to the
contrary, if at any time following six (6) months from the date set forth on the
signature page hereof, the closing price or last reported sale (the “Closing
Price”) of the Common Stock on the stock exchange or quotation system on which
the Common Stock is then traded or quoted is equal to or greater than $18.75 per
share (appropriately adjusted in proportion to any adjustment to the Exercise
Price pursuant to Section (f) below) for a period of ten (10) consecutive
trading days, then thereafter the Company shall have the right (the “Company
Call Right”) exercisable at the Company’s sole discretion, to terminate this
Warrant following delivery of written notice (“Termination Notice”) to the
Holder, which Termination Notice shall specify the date (which date shall not be
less than thirty (30) days from the date of the Termination Notice) on which
this Warrant shall terminate (the Termination Date”); provided, however, that
the Company may not exercise the Company Call Right unless a registration
statement registering the resale of all of the Warrant Shares has been declared
effective and is effective from the date of the Termination Notice until the
Termination Date.  Notwithstanding the delivery of a Termination
Notice by the Company, the Holder shall have the right to exercise this Warrant
at any time prior to the Termination Date.

    


    (b)           RESERVATION OF
SHARES.  The Company hereby agrees that at all times following
the Initial Exercise Date there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of its Common Stock (or
other stock or securities deliverable upon exercise of this Warrant) as shall be
required for issuance and delivery upon exercise of this Warrant.  All
shares of Common Stock issuable upon the exercise of this Warrant shall be duly
authorized, validly issued, fully paid and nonassessable and free and clear of
all liens and other encumbrances.

    


    (c)           FRACTIONAL
SHARES.  No fractional shares or script representing fractional
shares shall be issued upon the exercise of this Warrant.  With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market price (as defined in Section (f)(5) below) of
the Common Stock

    


    (d)           EXCHANGE, TRANSFER, ASSIGNMENT OR
LOSS OF WARRANT.  This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company or at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder.  This Warrant is transferable and may be assigned or
hypothecated, in whole or in part, at any time and from time to time from the
date hereof.  Upon surrender of this Warrant to the Company at its
principal office or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant registered in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled.  This Warrant
may be divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder hereof.  The term "Warrant" as used herein includes any
Warrants into which this Warrant may be divided or exchanged.  Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of reasonably satisfactory indemnification and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.  Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

    


    (e)           RIGHTS OF THE
HOLDER.  The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.  Furthermore, the Holder by acceptance hereof, consents to and
agrees to be bound by and to comply with all the provisions of this
Warrant.  In addition, the holder of this Warrant, by accepting the
same, agrees that the Company and the transfer agent may deem and treat the
person in whose name this Warrant is registered as the absolute, true and lawful
owner for all purposes whatsoever, and neither the Company nor the transfer
agent shall be affected by any notice to the contrary.

    


    (f)           ANTI-DILUTION
PROVISIONS.  The Exercise Price and the number and kind of
securities purchasable upon the exercise of this Warrant (the "Warrant Shares")
shall be subject to adjustment from time to time upon the happening of certain
events as hereinafter provided.  The Exercise Price in effect at any
time and the Warrant Shares shall be subject to adjustment as
follows:

    


    (1)           In
case the Company shall (i) pay a dividend or make a distribution on its shares
of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its
outstanding Common Stock in shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify its outstanding Common Stock into a
smaller number of shares, then the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that such
Exercise Price shall equal the price determined by multiplying the Exercise
Price in effect immediately prior to such record date or effective date by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding on such record date or effective date, and the denominator of which
is the number of shares of Common stock outstanding immediately after such
dividend, distribution, subdivision, combination or
reclassification.  For example, if the Company declares a 2 for 1
stock dividend or stock split and the Exercise Price immediately prior to such
event was $8.00 per share, the adjusted Exercise Price immediately after such
event would be $4.00 per share.

    


    Such adjustment shall be made
successively whenever any event listed in this Subsection (1) shall
occur.

    


    (2)           In
case the Company shall hereafter issue rights or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase shares of Common Stock
(or securities convertible into Common Stock) at a price (or having a conversion
price per share) less than the Exercise Price on the record date mentioned
below, then the Exercise Price shall be adjusted so that the same shall equal
the price determined by multiplying the Exercise Price in effect immediately
prior to the record date mentioned below by a fraction, the numerator of which
shall be the sum of the number of shares of Common Stock outstanding on the
record date mentioned below and the number of additional shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so offered (or the aggregate conversion price of the convertible securities so
offered) would purchase at such Exercise Price, and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding on such
record date and the number of additional shares of Common Stock offered for
subscription or purchase (or into which the convertible securities so offered
are convertible).  Such adjustment shall be made successively whenever
such rights or warrants are issued and shall become effective immediately after
the record date for the determination of shareholders entitled to receive such
rights or warrants; and to the extent that shares of Common Stock are not
delivered (or securities convertible into Common Stock are not delivered) after
the expiration of such rights or warrants the Exercise Price shall be readjusted
to the Exercise Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into Common Stock) actually delivered.

    


    (3)           In
case the Company shall hereafter declare any dividend outside the ordinary
course of business ("extraordinary dividend") to all holders of its Common Stock
(excluding those referred to in Subsections (1) or (2) above), then in each such
case the Exercise Price in effect thereafter shall be determined by multiplying
the Exercise Price in effect immediately prior thereto by a fraction, the
numerator of which shall be the total number of shares of Common Stock
outstanding multiplied by the current market price per share of Common Stock (as
defined in Subsection (5) below), less the aggregate fair market value (as
determined in good faith by the Company's Board of Directors) of said
extraordinary dividend, and the denominator of which shall be the total number
of shares of Common Stock outstanding multiplied by such current market price
per share of Common Stock.

    


    Such adjustment shall be made
successively whenever any such distribution is made and shall become effective
immediately after the record date for the determination of shareholders entitled
to receive such distribution.

    


    (4)           Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to
Subsections (1), (2) or (3) above, the number of Warrant Shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment by the Exercise Price in effect immediately prior to
such adjustment and dividing the product so obtained by the Exercise Price, as
adjusted.

    


    (5)           For
the purpose of any computation under Subsections (2) or (3) above, the current
market price per share of Common Stock at any date shall be deemed to be the
average of the daily closing prices for 30 consecutive business days before such
date.  The closing price for each day shall be the last sale price
regular way or, in case no such reported sale takes place on such day, the
average of the last reported bid and asked prices regular way, in either case on
the principal national securities exchange on which the Common Stock is admitted
to trading or listed, or if not listed or admitted to trading on such exchange,
the average of the last reported bid and asked prices as reported by Nasdaq, or
other similar organization if Nasdaq is no longer reporting such information, of
if not so available, the fair market price as determined in good faith by the
Board of Directors and reasonably acceptable to the Holder.

    


    (6)           No
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least one cent ($0.01) in such price;
provided, however, that any adjustments which by reason of this Subsection (6)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment required to be made hereunder.  All
calculations under this Section (f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.  Anything in
this Section (f) to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to reduce the Exercise Price, in addition to those
changes required by this Section (f), as it, in its sole discretion, shall
determine to be advisable in order that any dividend or distribution in shares
of Common Stock, subdivision, reclassification or combination of Common Stock,
issuance of warrants to purchase Common Stock or distribution or evidences of
indebtedness or other assets (excluding cash dividends) referred to hereinabove
in this Section (f) hereafter made by the Company to the holders of its Common
Stock shall not result in any tax to such holders of its Common Stock or
securities convertible into Common Stock.

    


    (7)           In
the event that at any time, as a result of an adjustment made pursuant to
Subsection (1) above, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (6), inclusive above. The Company
may retain a firm of independent certified public accountants selected by the
Board of Directors (who may be the regular accountants employed by the Company)
to make any computation required by Section (f), and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment
absent manifest error or negligence.

    


    (8)           Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant.

    


    (g)           OFFICER'S
CERTIFICATE.  Whenever the Exercise Price or number of Warrant
Shares shall be adjusted as required by the provisions of the foregoing Section,
the Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price or number of Warrant
Shares determined as herein provided, setting forth in reasonable detail the
facts requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, and such other facts as shall be
necessary to show the reason for and the manner of computing such
adjustment.  Each such officer's certificate shall be made available
at all reasonable times for inspection by the Holder or any holder of a Warrant
executed and delivered pursuant to Sections (a) and (d) and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to such Holder or any such holder.

    


    (h)           NOTICES TO WARRANT
HOLDERS.  So long as this Warrant shall be outstanding, (i) if
the Company shall pay any dividend or make any distribution upon the Common
Stock or (ii) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any share of or class of its capital stock or
any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another entity, sale, lease, or transfer of all or
substantially all of the property and assets of the Company to another entity,
or voluntary or involuntary dissolution, liquidation or winding up of the
Company shall be effected, then in any such case, the Company shall cause to be
mailed by certified mail to the Holder, at least fifteen days prior the record
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or offer of
rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, transfer, sale dissolution, liquidation or winding up is to
take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall be entitled to receive cash or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, lease, transfer, sale, dissolution, liquidation or winding
up.

    


    (i)           RECLASSIFICATION, REORGANIZATION OR
MERGER.  In case of any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
Company, or in case of any consolidation or merger of the Company with or into
another entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in case
of any sale, lease, or conveyance to another entity of all or substantially all
of the property and assets of the Company, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that
such Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale, lease or conveyance by a holder of the number of shares of Common
Stock which might have been purchased upon exercise of this Warrant immediately
prior to such reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant.  The Company shall not
effect any such reorganization, consolidation, merger, sale or conveyance (i)
unless prior to or simultaneously with the consummation thereof the survivor or
successor corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and sent to each holder of
this Warrant, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive, and containing the express assumption by such
successor corporation of the due and punctual performance and observance of
every provision herein to be performed and observed by the Company and of all
liabilities and obligations of the Company hereunder, and (ii) in which the
Company, as opposed to another party to the reorganization, consolidation,
merger, sale or conveyance, shall be required under any circumstances to make a
cash payment at any time to the holders of this Warrant.  The
foregoing provisions of this Section (i) shall similarly apply to successive
reclassifications, capital reorganizations, and changes of shares of Common
Stock and to successive consolidations, mergers, sales, leases or
conveyances.  In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale, lease or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution, or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of Section (f)
hereof.

    


    


    CADIZ
INC.

     

    
      	By: 	_________________________________
	 	Keith
      Brackpool 
	 	Chief Executive
      Officer


    

     

    


    Dated:  _________________,
2008

     

    
      
         

      

      
         

        
        

      

      
         

      

    

     

    PURCHASE
FORM

     

    Dated:
_________________

    


    The undersigned hereby irrevocably
elects to exercise the within Warrant to the extent of purchasing
_______________ shares of Common Stock and hereby makes payment of
_________________________ in payment of the actual exercise price
thereof.

    


    


    INSTRUCTIONS
FOR REGISTRATION OF STOCK

    


    


    Name
(Please typewrite or print in block letters):

    


    


    


    


    


    


    


    


    


    


    


    Address:

    


    


    


    


    


    


    


    


    


    


    


    


    


    Signature
______________________________________

    


    
 

    
      
         

      

      
         

        
        

      

      
         

      

    

     

    ASSIGNMENT
FORM

    


    FOR VALUE RECEIVED,
______________________ hereby sells, assigns and transfers unto

    


    


    Name
(Please typewrite or print in block letters):

    


    


    


    


    Address:

    


    


    


    


    


    


    


    the right
to purchase Common Stock represented by this Warrant to the extent of
________________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint __________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

    


    


    Date
_____________________

    


    


    


    


    Signature
_____________________________