EXHIBIT 4.15
_____________
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 7,500 Shares of Common Stock.
WARRANT TO PURCHASE COMMON STOCK
OF
CADIZ INC.
(Second Warrant - B)
This is to Certify that, FOR VALUE RECEIVED, OZF Credit
Opportunites Master Fund, Ltd. ("OZF"), or assigns ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from
Cadiz Inc., a Delaware corporation ("Company"), Seven Thousand Five
Hundred (7,500) 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 from December 31, 2001
(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 as an exhibit
attached to the Credit Agreement dated as of even date herewith between
OZF, the Company and Sun World International, Inc.) 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 Loan (as
defined in that certain Credit Agreement by and between Sun World
International, Inc. ("SWI"), the Company and OZF dated as of even date
herewith) shall not have been repaid in full on or before the Initial
Exercise Date. Should such Loan be repaid by SWI in full at any time on
or prior to the Initial Exercise Date, 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 hereny
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 current 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 current 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_________________________