EXHIBIT 4.17
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FORM OF WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.
(Commitment Mandatory Conversion Warrant)
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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.
(Commitment Mandatory Conversion Warrant)
This is to Certify that, FOR VALUE RECEIVED, [Investor]
("Investor"), 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 Seven Dollars and Fifty Cents ($7.50) 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 E-2 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 [Investor] and the Company (the
"Subscription Agreement") is hereinafter sometimes referred to as
the "Exercise Price." Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Subscription Agreement.
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 Initial Closing Date. Should the Mandatory
Conversion Date not have occurred on or prior to the first
anniversary of the Initial Closing 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. 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. 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 (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 E-2 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").
(k) 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:________________________________
Stanley E. Speer
Chief Financial Officer
Dated: November 28, 2001
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 ________________________