On March 6, 2024, Cadiz Inc. and its subsidiaries Cadiz Real Estate LLC, ATEC Water Systems, LLC, and Octagon Partners LLC (collectively, the ?Borrowers?), entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (the ?Third Amendment?) with HHC $Fund 2012 (the ?Heerema Lender?), an affiliate of Heerema International Group Services S.A. (?Heerema?), to amend certain provisions of the Credit Agreement, dated as of July 2, 2021, among the Borrowers, B. Riley Securities, Inc. (?BRS?), as administrative agent, and the lenders from time to time party thereto (as previously amended, the ?Credit Agreement?, and as further amended by the Third Amendment, the ?Amended Credit Agreement?), and the Security Agreement, dated as of July 2, 2021, made by the Borrowers in favor of BRS. Before entering into the Third Amendment, the Heerema Lender purchased the outstanding secured non-convertible term loans under the Credit Agreement (the ?Existing Non-Convertible Loans?) from the existing holder thereof through an assignment and assumption agreement in the form contemplated by the Credit Agreement (the ?Assignment?), making the Heerema Lender the holder of greater than a majority in outstanding principal amount of all term loans outstanding under the Credit Agreement. In connection with the Assignment, the existing holders of both the convertible and non-convertible term loans under the Credit Agreement and BRS provided written consents and releases necessary to effectuate the Third Amendment, in consideration of a consent fee in the aggregate amount of $479,845, which will be payable in the form of shares of common stock (valued at $2.89 per share, or 166,036 shares), which will be registered with the U.S. Securities and Exchange Commission pursuant to effective shelf registration statement on Form S-3 (SEC File No.

333-257159) and a prospectus supplement thereunder. Heerema beneficially owns approximately 35.5% of issued and outstanding shares of common stock immediately prior to the Third Amendment. Audit and risk committee has reviewed and approved the terms of the transactions contemplated by the Assignment, the Third Amendment, and other transactions involving the Heerema Lender in connection with the Assignment and the Third Amendment.

The Amended Credit Agreement provides, among other things, the following amendments to the Credit Agreement: Extension of New Secured Convertible Loans. The Amended Credit Agreement provides for a new tranche of senior secured convertible term loans from the Heerema Lender in an aggregate principal amount of $20,000,000 (the New Secured Convertible Loans"), having a maturity date of June 30, 2027, which was fully funded to the Company on March 6, 2024. Additionally, the Amended Credit Agreement provides that (i) the aggregate principal amount of the secured non-convertible term loans acquired by the Heerema Lender pursuant to the Assignment has been increased from $20,000,0000 to $21,200,000, and the applicable repayment fee in respect thereof has been eliminated (the Non-Convertible Loans"), and (ii) the convertible term loans existing prior to the Third Amendment, in an aggregate principal amount of approximately $16,000,000 plus interest accruing thereon (the Existing Convertible Loans"), have become unsecured and the security interest previously applicable thereto has been released.

The New Secured Convertible Loans will bear PIK interest at a rate of 7% per annum, payable quarterly in arrears, subject to an additional 4% per annum during the continuation of an event of default. The initial conversion price of the New Secured Convertible Loans will be $5.30 per share (the New Convertible Loan Conversion Price"), and will be subject to broad based weighted average anti-dilution adjustments in connection with future issuances of common stock equivalents by the Company below the New Convertible Loan Conversion Price, subject to customary excluded issuances; and (2) the New Secured Convertible Loan will be secured by substantially all of the Borrowers' assets on a first-priority basis (except as otherwise provided in the Credit Agreement) and shall be senior in right of repayment under all circumstances to the Existing Convertible Loans, which will be unsecured. Extension of Maturity Date.

The Amended Credit Agreement extends the maturity date for the Existing Convertible Loans and Existing Non-Convertible Loans to June 30, 2027. Subordination of the Existing Convertible Loans. The Amended Credit Agreement provides for the subordination of the Existing Convertible Loans, and the rights of the lenders of the Existing Convertible Loans, in respect of any payments, repayments and prepayments made or due and owing in respect of the Existing Convertible Loans, to the New Secured Convertible Loans and the Non-Convertible Loans (the Senior Secured Loans"), and the corresponding rights of the lenders of the Senior Secured Loans, both prior to and after the exercise of any remedies to enforce any of the loans or other obligations after the occurrence and during the continuation of any event of default.

The proceeds from the New Secured Convertible Loans are intended to be used to fund expenditures associated with development of the Company's water supply projects, to fund working capital needs, to pay transaction related expenses and for general corporate purposes.