EXHIBIT 4.9
___________
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 45,000 Shares of Common Stock.
WARRANT TO PURCHASE COMMON STOCK
OF
CADIZ INC.
(Subsequent Warrant - A)
This is to Certify that, FOR VALUE RECEIVED, OZ Master Fund, Ltd.
("OZ"), or assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from Cadiz Inc., a Delaware corporation
("Company"), Forty Five Thousand (45,000) shares of Common Stock, $0.01
par value, of the Company ("Common Stock") at a price of Seven Dollars
and Seventy-Five Cents ($7.75) per share at any time during the period
commencing on the Mandatory Conversion Date, as defined in the Company's
Certificate of Designations of Series D Preferred Stock (the "Initial
Exercise Date") to the third anniversary of the Initial Exercise Date
(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 or in the Registration Rights Addendum attached to the
Subscription Agreement dated as of even date herewith between OZ and the
Company) is hereinafter sometimes referred to as the "Exercise Price".
Notwithstanding anything to the contrary set forth herein, this
Warrant shall not be exercisable by the Holder unless the Mandatory
Conversion Date occurs on or prior to the first anniversary of the date
set forth on the signature page hereof. Should the Mandatory Conversion
Date not have occurred on or prior to the first anniversary of the date
set forth on the signature page hereof, then this Warrant shall
immediately and without the requirement of notice be canceled and shall
be of no further force and effect.
(a) EXERCISE OF WARRANT. Subject to the provisions of Section (k)
hereof, 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. The Holder may exercise this Warrant, in whole or in part,
without the payment of any cash or other property, by presentation and
surrender of this Warrant to the Company at its principal office or at
the office of its stock transfer agent, if any, with the Purchase Form
duly executed and accompanied by a written request from the Holder
instructing the Company to issue to the Holder a number of Warrant
Shares equal to the product of (1) a fraction, (i) the numerator of
which shall be the excess of the current market price (as defined in
Section (f)(8) below) of the Common Stock on the date preceding the date
of such exercise of the Warrant over the then Exercise Price per Warrant
Share and (ii) the denominator of which shall be the current market
price (as defined in Section (f)(8) below) of the Common Stock on such
date, times (2) the number of Warrant Shares as to which the Warrant is
being exercised. 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.
(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 value of a
share, determined as follows:
(1) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the Nasdaq system, the current
market value shall be the last reported sale price of the Common
Stock on such exchange or system on the last business day prior to
the date of exercise of this Warrant or if no such sale is made on
such day, the average closing bid and asked prices for such day on
such exchange or system; or
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the
mean of the last reported bid and asked prices reported by the
National Quotation Bureau, Inc. on the last business day prior to
the date of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount not less than
the book value thereof as at the end of the most recent fiscal year
of the Company ending prior to the date of the exercise of the
Warrant, determined in good faith and in such reasonable manner as
may be prescribed by the Board of Directors of the Company, and
reasonably acceptable to the Holder.
(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.
Subject to the provisions of Section (k), 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, including, without limitation, all the
obligations imposed upon the holder hereof by Section (k). 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 (8) below), less the aggregate fair market value
(as determined in good faith by the Company's Board of Directors and
reasonably acceptable to the holders of a majority of the Series D
Preferred Stock) 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) In case the Company shall issue shares of its Common
Stock (excluding shares issued (i) in any of the transactions
described in Subsection (1) above, (ii) upon exercise or conversion
of options or other equity securities granted to the Company's
employees under a plan or plans adopted by the Company's Board of
Directors and approved by its shareholders (if required), if such
shares would otherwise be included in this Subsection (4) (but only
to the extent that the aggregate number of shares excluded hereby
and issued after the date hereof shall not exceed in the aggregate
13% of the Company's Common Stock outstanding as of the date
hereof), (iii) upon exercise of convertible securities outstanding
at the date hereof, this Warrant, or any convertible securities
issued subsequent to the date hereof which are convertible into
Common Stock at an exercise price equal or greater to the Exercise
Price as of the date upon which the conversion or exercise price
for such securities is fixed (notwithstanding any subsequent
adjustment of such exercise price as may be provided under the
terms of such convertible security), (iv) upon the exercise of any
convertible security as to which the Exercise Price has already
been adjusted pursuant to Subsection (5) below, and (v) to
shareholders of any corporation which merges into the Company in
proportion to their stock holdings of such corporation immediately
prior to such merger, upon such merger, but only if no adjustment
is required pursuant to any other specific subsection of this
Section (f) (without regard to Subsection (9) below) with respect
to the transaction giving rise to such rights) for a consideration
per share less than the Exercise Price, then on the date the
Company fixes the offering price of such additional shares, the
Exercise Price shall be adjusted immediately thereafter so that it
shall equal the price determined by multiplying the Exercise Price
in effect immediately prior thereto by a fraction, the numerator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to the issuance of such additional
shares and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in Subsection (7)
below) for the issuance of such additional shares would purchase at
such Exercise Price, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after the
issuance of such additional shares.
Such adjustment shall be made successively whenever such an
issuance is made.
(5) In case the Company shall issue any securities
convertible into or exchangeable for its Common Stock (excluding
securities issued in transactions described in Subsections (2) and
(3) above) for a consideration per share of Common Stock initially
deliverable upon conversion or exchange of such securities
(determined as provided in Subsection (7) below less than the
Exercise Price in effect as of the date upon which the conversion
or exercise price for such securities is fixed, then the Exercise
Price shall be adjusted immediately thereafter so that it shall
equal the price determined by multiplying the Exercise Price in
effect immediately prior thereto by a fraction, the numerator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to the issuance of such securities
and the number of shares of Common Stock which the aggregate
consideration received determined as provided in Subsection (7)
below) for such securities would purchase at such Exercise Price,
and the denominator of which shall be the sum of the number of
shares of Common Stock outstanding immediately prior to such
issuance and the maximum number of shares of Common Stock of the
Company deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or rate.
Such adjustment shall be made successively whenever such an
issuance is made.
(6) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
(5) 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.
(7) For purposes of any computation respecting consideration
received pursuant to Subsections (4) and (5) above, the following
shall apply:
(A) in the case of the issuance of shares of Common
Stock for cash, the consideration shall be the amount of such
cash, provided that in no case shall any deduction be made for
any commissions, discounts or other expenses incurred by the
Company for any underwriting of the issue or otherwise in
connection therewith:
(B) in the case of the issuance of shares of Common
Stock 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 thereof as determined in good faith by the
Board of Directors of the Company (irrespective of the
accounting treatment thereof) and reasonably acceptable to the
Holder; and
(C) in the case of the issuance of securities
convertible into or exchangeable for shares of Common Stock,
the aggregate consideration received therefor shall be deemed
to be the consideration received by the Company for the
issuance of such securities plus the additional minimum
consideration, if any, to be received by the Company upon the
conversion or exchange thereof [the consideration in each case
to be determined in the same manner as provided in clauses (A)
and (B) of this Subsection (7)].
(8) For the purpose of any computation under Subsections (2),
(3), (4) and (5) 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.
(9) 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 (9) 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.
(10) 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 (9), 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.
(11) 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.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Holder of
this Warrant or of the Warrant Shares shall have such registration
rights with respect to this Warrant and the Warrant Shares as are set
forth in that certain Registration Rights Addendum to Subscription
Agreement dated concurrently herewith by and between the Company and the
Holder (the "Registration Rights Addendum").
(l) FURTHER ADJUSTMENT TO EXERCISE PRICE. In addition to any
adjustments provided for in Section (f) hereof, the Exercise Price in
effect at any time shall also be subject to adjustment pursuant to the
liquidated damages provisions of the Registration Rights Addendum.
CADIZ INC.
By: /s/ Stanley E. Speer
----------------------
Stanley E. Speer
Its: Chief Financial Officer
Dated: December 29, 2000
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_________________________