CADIZ INC. (NASDAQ:CDZI) Files An 8-K Entry into a Material Definitive Agreement

CADIZ INC. (NASDAQ:CDZI) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

Fifth Amendment to Amended and Restated Credit
Agreement

Cadiz Inc. (the Company) and Cadiz Real Estate LLC (collectively,
the Borrowers), along with MSD Credit Opportunity Master Fund,
L.P., MILFAM II L.P. and WPI-Cadiz Farm CA, LLC (collectively,
the Senior Lenders) and Wells Fargo Bank, National Association,
as agent for the Senior Lenders, are a party to that certain
Amended and Restated Credit Agreement, dated as of October 30,
2013, and as subsequently amended on November 23, 2015, February
8, 2016, March 4, 2016 and April 28, 2016 (the Credit Agreement),
as previously reported.

On November 29, 2016, and effective as of November 30, 2016, the
Borrowers and the Senior Lenders entered into a Fifth Amendment
to the Credit Agreement (Fifth Amendment) for the purpose of,
among other things, (i) permitting the Borrowers to elect to
satisfy the cash interest payment obligations under the Credit
Agreement through the issuance of shares of the Companys common
stock, based on a per-share price equal to the 10-day volume
weighted average trading price of the common stock on the date of
the election and (ii) extending the maturity date of the Credit
Agreement from September 28, 2017 to September 28, 2019.
Following each election by the Company to pay cash interest by
the issuance of shares of its common stock, the Company will make
each issuance on the applicable interest payment date to the
Senior Lenders to a form of interest share issuance agreement to
be executed by the Company with each Senior Lender. In connection
with entering into the Fifth Amendment, the Company issued to the
Senior Lenders, in accordance with their respective pro rata
interests of the loans outstanding under the Credit Agreement, an
aggregate of 357,500 shares of its common stock and warrants to
purchase an aggregate 357,500 shares of its common stock. Such
shares of common stock and the warrants were offered to the
Senior Lenders to an effective registration statement on Form S-3
(File No. 333-214318) and were issued to the Senior Lenders to a
form of closing share and warrant issuance agreement executed by
the Company with each Senior Lender. The shares of common stock
underlying the warrants and the shares of common stock to be paid
as interest to the Senior Lenders will be offered under such
foregoing or similar registration statement, as available at
exercise or issuance, as applicable. Any payment of any interest
by the Company via shares of common stock under the Fifth
Amendment is subject to the satisfaction of certain equity
conditions, including the effectiveness a registration statement
for such shares and a minimum 10-day volume weighted average
trading price of the common stock on the date of payment.

Under the closing share and warrant issuance agreements, the
Senior Lenders will not, and will cause their wholly-owned
subsidiaries not to, sell, transfer, encumber or otherwise
dispose of any or all of their respective allocations of the
357,500 shares of common stock issued under the closing share and
warrant issuance agreements prior to May 28, 2017 without the
Companys written consent, other than transfers to affiliates of
the Senior Lenders (provided, however, that any common stock
issued under the closing share and warrant issuance agreements
transferred to such affiliate shall be subject, as of the date of
such transfer, to the remaining term, if any as of such date, of
the foregoing transfer restrictions).

The warrants generally have a five year term and an exercise
price of $0.01 per share, subject to adjustment for corporate
actions including, but not limited to, stock dividends, stock
splits, reverse stock splits, corporate reorganizations and
mergers (collectively, Price Adjustments) as well as certain
dilutive issuances at a price per share (subject to Price
Adjustments) below either of (i) the fair market value of the
common stock, or (ii) $9.05, as provided to the terms of the
warrants. A holder of a warrant may exercise the warrant, from
time-to-time, commencing on the 180th day following the execution
date of the Fifth Amendment if any principal or interest amounts
are outstanding under the Credit Agreement as of such day. Once
the warrant becomes exerciseable as of such 180th day, such
exerciseability is irrevocable notwithstanding any subsequent pay
off of the principal and interest under the Credit Agreement.

The discussion above does not purport to be a complete
description of the Fifth Amendment, the warrants, the closing
share and warrant issuance agreements and the form of interest
share issuance agreement described in this Current Report and
discussion of each is qualified in its entirety by reference to
the full text of such document, each of which is attached as an
exhibit to this Current Report and is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

ExhibitNo. Description
4.1 MSD Credit Opportunity Master Fund, L.P. Warrant to
Purchase Common Stock of Cadiz Inc.
4.2 MILFAM II L.P. Warrant to Purchase Common Stock of Cadiz
Inc.
4.3 WPI-Cadiz Farm CA, LLC Warrant to Purchase Common Stock of
Cadiz Inc.
5.1 Legal opinion of Mitchell Silberberg Knupp LLP.
10.1 Fifth Amendment to Amended and Restated Credit Agreement,
dated as of November 29, 2016, by and among Cadiz Inc. and
Cadiz Real Estate LLC as borrowers, MSD Credit Opportunity
Master Fund, L.P., MILFAM II L.P. and WPI-Cadiz Farm CA,
LLC as lenders and Wells Fargo Bank, National Association
as agent.
10.2 Closing Share and Warrant Issuance Agreement by and between
Cadiz Inc. and MSD Credit Opportunity Master Fund, L.P.,
dated as of November 29, 2016
10.3 Closing Share and Warrant Issuance Agreement by and between
Cadiz Inc. and MILFAM II L.P., dated as of November 29,
2016
10.4 Closing Share and Warrant Issuance Agreement by and between
Cadiz Inc. and WPI-Cadiz Farm CA, LLC, dated as of November
29, 2016
10.5 Form of Interest Share Issuance Agreement


About CADIZ INC. (NASDAQ:CDZI)

Cadiz Inc. is a land and water resource development company with approximately 45,000 acres of land in three areas of eastern San Bernardino County, California. The Company’s primary business is to acquire and develop land with water resources for various uses, including groundwater supply, groundwater storage and agriculture. It is focused on the development of the Cadiz Valley Water Conservation, Recovery and Storage Project, which captures and conserves millions of acre-feet of native groundwater being lost to evaporation from the aquifer system beneath its approximately 34,000-acre property in the Cadiz and Fenner valleys of eastern San Bernardino County and deliver it to water providers throughout Southern California. In addition to the Cadiz/Fenner Valley property, it also owns approximately 11,000 additional acres in the eastern Mojave Desert portion of San Bernardino County, California at two separate properties. It owns over 2,000 acres near Danby Dry Lake in Ward Valley.

CADIZ INC. (NASDAQ:CDZI) Recent Trading Information

CADIZ INC. (NASDAQ:CDZI) closed its last trading session up +0.05 at 10.40 with 381,273 shares trading hands.

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