MSD CLOSING SHARE AND WARRANT ISSUANCE AGREEMENTClosing Share and Warrant Issuance Agreement • December 1st, 2016 • Cadiz Inc • Water supply • New York
Cadiz Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to issue to MSD Credit Opportunity Master Fund, L.P. (the “Investor”), 306,530 shares (the “Closing Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and a warrant to purchase 306,530 shares of the Common Stock (the “Warrant,” and collectively with the Closing Shares, the “Securities”).
FORM OF INTEREST SHARE ISSUANCE AGREEMENTInterest Share Issuance Agreement • December 1st, 2016 • Cadiz Inc • Water supply • New York
Cadiz Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions stated herein, to issue to [Name of Lender] (the “Investor”), [●] shares (the “Interest Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”).
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 1st, 2016 • Cadiz Inc • Water supply • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 29, 2016 (this “Amendment”), is entered into by and among Cadiz Inc., a Delaware corporation (“Cadiz,” or the “Company”), Cadiz Real Estate LLC, a Delaware limited liability company (“CRE,” and collectively with the Company, the “Borrowers”), MSD Credit Opportunity Master Fund, L.P. (“MSD”), as a Lender, the other Lenders and Wells Fargo Bank, National Association, as agent for the Lenders (the “Agent”). Capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement (as defined below).
