(c) Subject to the provisions of this Section 2, offers to purchase shares will be obtained from the Placement Agent as the Company`s representative at such times and in such amount as the Placement Agent deems appropriate. The investment agent must notify the Company, orally or in writing, of any reasonable offer to purchase shares received as a representative of the Company. The Company has the exclusive right to accept offers to purchase the Shares and may reject such offer in whole or in part. The Placement Agent shall have the right, in its reasonable discretion, without notice to the Company, to reject any offer to purchase shares received from it, in whole or in part, and such refusal shall not be considered a breach of this Agreement. 1. Introduction. Cadiz, Inc., a Delaware corporation (the „Company”), is proposing, pursuant to the terms of this Placement Agent Agreement (this „Agreement”) to sell to certain institutional investors (the „Buyers”) up to a total amount of 1,219,512 common shares (the „Shares”) of the Company with a par value of $0.01 per share (the „Common Shares”). The Company hereby acknowledges that B. Riley Securities, Inc. is acting as the exclusive placement agent (the „Placement Agent”) in accordance with these Terms.

THIS PLACEMENT AGENT AGREEMENT (the „Agreement”) will be effective on January 31, 2020 by and between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the „Company”) and CNL SECURITIES CORP., a Florida company („Placement Agent”). If such an action is brought against an indemnified party and informs the indemnifying party, the indemnifying party has the right to participate in it and, if it so wishes, to take over the defense of that action with a lawyer reasonably satisfactory to the indemnified party (which the defense attorney will not do, Except with the written consent of the indemnified party, be notified to the indemnifying party). .