Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2024, Cadiz Inc. (the "Company" or "Cadiz"), Cadiz Real Estate, LLC, a wholly-owned subsidiary of Cadiz, and Fenner Gap Mutual Water Company ("FGMWC"), the nonprofit mutual benefit corporation established by Cadiz to deliver water to public water agencies, entered into a water supply agreement with Cucamonga Valley Water District ("CVWD"), a retail water provider serving communities in San Bernardino County, California including the City of Rancho Cucamonga and portions of the cities of Fontana, Ontario and Upland, and County unincorporated areas ("CVWD Agreement").

The CVWD Agreement provides for the purchase by CVWD of 5,000 acre-feet of water per year ("AFY") from the Cadiz Water Conservation, Supply and Storage project (the "Project") with conveyance through the Company's Northern Pipeline via an exchange with one or more contractors of the California State Water Project, the state water infrastructure system under the supervision of the California Department of Water Resources.

The Company's Northern Pipeline, a 30-inch diameter, 220-mile, existing steel pipeline originating at Cadiz with a terminus at Wheeler Ridge, California has a delivery capacity of 25,000 AFY. The CVWD Agreement along with other agreements executed as of this reporting date represent 85% of the delivery capacity of the Northern Pipeline. The Company is in negotiations with public water systems to exercise and/or amend existing letters of intent and option agreements for the remaining capacity of the Northern Pipeline.

Under the terms of the CVWD Agreement, the "as delivered" price paid by CVWD for Project water delivered to designated points of delivery will be a maximum of the lesser of (1) $1,650 per AFY or (2) the then prevailing full cost of recycled water recharge rate available to CVWD from the Inland Empire Utilities Agency ("IEUA"), its regional wholesale water agency, minus fifteen percent (15%). The target "as delivered" price to CVWD, including incremental capital and operating costs for conveyance, less grant funding, is $1,000 and in any event, will not exceed $1,650 per AFY. The payments will be subject to an agreed upon annual adjustment pegged to an agreed upon index (e.g., CPI Water and Sewer Index).

Under the CVWD Agreement, the parties have agreed to exercise good faith and reasonable best efforts to jointly pursue federal, state, and local grant funding to offset the capital costs for development of pipeline conveyance and appurtenant facilities. Any grant funding received by public water systems will be credited against the "as delivered" price for water to CVWD.

Cadiz expects to receive net revenue of $850 per AFY in 2024 dollars, or $170 million over 40 years, subject to annual inflation adjustments, for producing conserved water to be conveyed to CVWD via exchange through the Northern Pipeline. Annual payments for water supply made available from the Project under the CVWD Agreement would begin when conditions precedent are met, construction is complete, and water deliveries begin.

The foregoing description of the CVWD Agreement does not purport to be complete and is qualified in its entirety by the full text of such document which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.