SPEER STANLEY E bought CDZI

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.; The 285,000 RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 25,000 RSUs upon the completion of the California Environmental Quality Act ("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 85,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 25,000 RSUs upon the issuance of a Federal Land Policy and Management Act right of way permit authorizing the conveyance of water across Federal lands through the Northern Pipeline; (d) 25,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 acre-feet per year ("AFY") of annual water supply to be delivered via the Southern Pipeline;; Footnote 4 continued:(e) 25,000 RSUs upon the execution by public water systems of binding agreements for a cumulative total of 35,000 AFY in water purchase agreements; (f) 25,000 RSUs upon the execution by public water systems of binding agreements for the storage of not less than 25,000 acre-feet of imported water at the Cadiz Property; (g) 25,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (h) 50,000 RSUs for first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline.