CDZIP · Cadiz Inc · Debt

FOR VALUE RECEIVED, **CADIZ INC.**, a Delaware corporation, as maker, having its principal place of business at 550 S. Hope Street, Suite 2850, Los Angeles, CA 90071 (together with its successors and permitted assigns, “**Borrower**”), hereby unconditionally promises to pay to the order of **LYTTON RANCHERIA OF CALIFORNIA**, a federally recognized Indian tribe, a Tribal Government, having an address at 1500 Falling Oak Way, Windsor, CA 95492 (together with its successors and assigns, “**Lender**”), or at such other place as the Lender may from time to time designate in writing, the principal sum of FIFTY-ONE MILLION AND 00/100 DOLLARS ($51,000,000.00), or such portion thereof as is disbursed pursuant to that certain Credit Agreement dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Credit Agreement**”), by and between Borrower and Lender, in lawful money of the United States of America, with interest on each Loan Disbursement (as defined in the Credit Agreement) to be computed from the date of such Loan Disbursement at the interest rate specified in the Credit Agreement, and to be paid in accordance with the terms of this Promissory Note (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Note**”) and the Credit Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Credit Agreement.

Issuer evidence: FOR VALUE RECEIVED, **CADIZ INC.**, a Delaware corporation, as maker, having its principal place of business at 550 S. Hope Street, Suite 2850, Los Angeles, CA 90071 (together with its successors and permitted assigns, “**Borrower**”), hereby unconditionally promises to pay to the order of **LYTTON RANCHERIA OF CALIFORNIA**, a federally recognized Indian tribe, a Tribal Government, having an address at 1500 Falling Oak Way, Windsor, CA 95492 (together with its successors and assigns, “**Lender**”), or at such other place as the Lender may from time to time designate in writing, the principal sum of FIFTY-ONE MILLION AND 00/100 DOLLARS ($51,000,000.00), or such portion thereof as is disbursed pursuant to that certain Credit Agreement dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Credit Agreement**”), by and between Borrower and Lender, in lawful money of the United States of America, with interest on each Loan Disbursement (as defined in the Credit Agreement) to be computed from the date of such Loan Disbursement at the interest rate specified in the Credit Agreement, and to be paid in accordance with the terms of this Promissory Note (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Note**”) and the Credit Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Credit Agreement.

Supporting evidence: FOR VALUE RECEIVED, **CADIZ INC.**, a Delaware corporation, as maker, having its principal place of business at 550 S. Hope Street, Suite 2850, Los Angeles, CA 90071 (together with its successors and permitted assigns, “**Borrower**”), hereby unconditionally promises to pay to the order of **LYTTON RANCHERIA OF CALIFORNIA**, a federally recognized Indian tribe, a Tribal Government, having an address at 1500 Falling Oak Way, Windsor, CA 95492 (together with its successors and assigns, “**Lender**”), or at such other place as the Lender may from time to time designate in writing, the principal sum of FIFTY-ONE MILLION AND 00/100 DOLLARS ($51,000,000.00), or such portion thereof as is disbursed pursuant to that certain Credit Agreement dated as of the date hereof (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Credit Agreement**”), by and between Borrower and Lender, in lawful money of the United States of America, with interest on each Loan Disbursement (as defined in the Credit Agreement) to be computed from the date of such Loan Disbursement at the interest rate specified in the Credit Agreement, and to be paid in accordance with the terms of this Promissory Note (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “**Note**”) and the Credit Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Credit Agreement.