0000727273-16-000051 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among CADIZ INC. and EACH HOLDER OF REGISTRABLE SECURITIES REFLECTED ON THE SIGNATURE PAGE HEREOF Dated as of April 28, 2016

Registration Rights Agreement • April 29th, 2016 • Cadiz Inc • Water supply • California

• Contract Type
  Registration Rights Agreement
• Filed
  April 29th, 2016
• Company
  Cadiz Inc
• Industry
  Water supply
• Jurisdiction
  California

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 28, 2016 by and among Cadiz Inc., a Delaware corporation (the “Company”), and each holder of Registrable Securities (as defined herein) reflected on the signature page hereto (“Holders”).

Contract

First Supplemental Indenture • April 29th, 2016 • Cadiz Inc • Water supply • New York

• Contract Type
  First Supplemental Indenture
• Filed
  April 29th, 2016
• Company
  Cadiz Inc
• Industry
  Water supply
• Jurisdiction
  New York

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Credit Agreement • April 29th, 2016 • Cadiz Inc • Water supply • New York

• Contract Type
  Credit Agreement
• Filed
  April 29th, 2016
• Company
  Cadiz Inc
• Industry
  Water supply
• Jurisdiction
  New York

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2016 (this “Amendment”), is entered into by and among Cadiz Inc., a Delaware corporation (the “Company”), Cadiz Real Estate LLC, a Delaware limited liability company (“CRE” and collectively with the Company, the “Borrowers”), MSD Credit Opportunity Master Fund, L.P. (“MSD”) as the Required Lenders (as defined in the Credit Agreement (as defined below)) and Wells Fargo Bank, National Association, as agent for the Lenders (the “Agent”). Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement, as applicable.

Cadiz, Inc. PLACEMENT AGENT AGREEMENT

Placement Agent Agreement • April 29th, 2016 • Cadiz Inc • Water supply • California

• Contract Type
  Placement Agent Agreement
• Filed
  April 29th, 2016
• Company
  Cadiz Inc
• Industry
  Water supply
• Jurisdiction
  California

PRIVATE PLACEMENT PURCHASE AGREEMENT

Private Placement Purchase Agreement • April 29th, 2016 • Cadiz Inc • Water supply

• Contract Type
  Private Placement Purchase Agreement
• Filed
  April 29th, 2016
• Company
  Cadiz Inc
• Industry
  Water supply

This Private Placement Purchase Agreement (the “Agreement”) is made as of April 26, 2016 by and among the parties set forth on Exhibit A hereof (together, the “Purchasers”) and Cadiz, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings provided in the Indenture (the “Indenture”), dated as of December 10, 2015, between the Company and U.S. Bank National Association (the “Trustee”).