Global Water Resources, Inc. Sample Contracts

Global Water Resources, Inc. 6.91% Senior Secured Notes due January 3, 2034 Note Purchase Agreement Dated as of October 26, 2023
Note Purchase Agreement • November 1st, 2023 • Global Water Resources, Inc. • Water supply • York

Global Water Resources, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

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CONTINUING GUARANTY
Global Water Resources, Inc. • August 15th, 2008 • Water supply • Arizona
EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2021 • Global Water Resources, Inc. • Water supply • Arizona

This Employment Agreement (this “Agreement”) is made as of the 5th day of May 2021, by and between Global Water Resources, Inc., a Delaware corporation (the “Company”), and Michael J. Liebman, a resident of the State of Arizona (the “Executive”) and shall be effective as of May 5, 2021 (the “Effective Date”).

PLEDGE AND SECURITY AGREEMENT GLOBAL WATER HOLDINGS, INC.
Pledge and Security Agreement • May 6th, 2021 • Global Water Resources, Inc. • Water supply • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated for identification as of April 30, 2021, is made by: (a) GLOBAL WATER HOLDINGS, INC., an Arizona corporation (“Pledgor”); in favor of (b) U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent (with its successors and permitted assigns in such capacity the “Collateral Agent”); for the benefit of (c) The Northern Trust Company, an Illinois banking corporation (the “Bank” and/or any other holder of the Revolver Note at any relevant time the “Holder”), pursuant to the Amended and Restated Collateral Agency Agreement of even date herewith (the “Collateral Agency Agreement”) among and/or approved by the Collateral Agent, Noteholders, Bank and Global Water Resources, Inc., a Delaware corporation (“Company”).

Pledge and Security Agreement West Maricopa Combine, LLC
Pledge and Security Agreement • January 4th, 2024 • Global Water Resources, Inc. • Water supply • New York

This Pledge and Security Agreement (this “Agreement”) dated as of January 3, 2024, by and among West Maricopa Combine, LLC, an Arizona limited liability company, whose address for notice is 21410 North 19th Avenue, Suite 220, Phoenix, AZ 85027 (“Pledgor”), is in favor of U.S. Bank Trust Company, National Association, a national banking association (as successor in interest to U.S. Bank National Association), whose address for notice is 101 North First Avenue, Suite 1600, Phoenix, Arizona 85003, Attention: M. Ambriz-Reyes (Global Water Resources, Inc.), in its capacity as collateral agent for the benefit of the Secured Parties (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) pursuant to that certain Third Amended and Restated Collateral Agency Agreement dated as of October 26, 2023 (as amended, restated, amended and restated, supplemented, joined, or otherwise modified from time to time, the “Collateral Agency Agreement”), between the Collate

GLOBAL WATER RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 1st, 2022 • Global Water Resources, Inc. • Water supply • California

Global Water Resources, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (the “Agreement”), to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 1,000,000 authorized but unissued shares (the “Firm Shares”), of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including 652,000 shares of Common Stock to be sold to existing stockholders of the Company (the “Stockholder Shares”). The Company has granted the Underwriter the option to purchase an aggregate of up to 150,000 additional shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering (the Firm Shares and the Option Shares are herein collectively called the “Underwritten Shares”).

CONTINUING GUARANTY
Continuing Guaranty • August 15th, 2008 • Global Water Resources, Inc. • Water supply • Arizona
GLOBAL WATER RESOURCES, INC. $28,750,000 4.38% Senior Secured Notes, Series A, due June 15, 2028 $86,250,000 4.58% Senior Secured Notes, Series B, due June 15, 2036 NOTE PURCHASE AGREEMENT Dated as of May 20, 2016
Note Purchase Agreement • May 26th, 2016 • Global Water Resources, Inc. • Water supply • New York

Global Water Resources, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

RESTRICTED STOCK AGREEMENT UNDER THE GLOBAL WATER RESOURCES, INC. 2020 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • May 8th, 2020 • Global Water Resources, Inc. • Water supply

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into by and between Global Water Resources, Inc., a Delaware corporation (the “Company”), and the Grantee, as of the Grant Date noted above, pursuant to the Global Water Resources, Inc. 2020 Omnibus Incentive Plan (the “Plan”).

GUARANTY (GLOBAL WATER HOLDINGS, INC.) April 30, 2021
Global Water Resources, Inc. • May 6th, 2021 • Water supply

This Guaranty (as modified from time to time, the “Guaranty”) has been executed by GLOBAL WATER HOLDINGS, INC., an Arizona corporation (“Guarantor”), with Guarantor’s principal residence or office at 21410 North 19th Avenue, Suite 220, Phoenix, Arizona 85027, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Lender“), with a banking office at 50 South LaSalle, Chicago, IL 60603. If more than one party executes this Guaranty, “Guarantor” refers to each of them individually and some or all of them collectively, and their obligations hereunder shall be joint and several. If any party comprising “Guarantor” is a trustee(s), “Trust Agreement” means the governing trust agreement and/or instruments governing the trust, as modified from time to time, and all related documents and instruments, and “Guarantor” also refers to the trustee(s) in its capacity as such and the trust individually and collectively. Various capitalized terms have the meanings set forth in the Sect

Guaranty Agreement
Guaranty Agreement • January 4th, 2024 • Global Water Resources, Inc. • Water supply • New York

This Guaranty Agreement, dated as of January 3, 2024 (this “Guaranty Agreement”), is made by Global Water Holdings, Inc., an Arizona corporation (the “Guarantor”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders from time to time of the Notes are herein collectively called the “holders” and individually a “holder.”

STOCK PLEDGE AGREEMENT (GLOBAL WATER — PICACHO COVE UTILITIES COMPANY)
Stock Pledge Agreement • August 15th, 2008 • Global Water Resources, Inc. • Water supply
ASSET PURCHASE AGREEMENT BY AND BETWEEN GLOBAL WATER RESOURCES, LLC And PHOENIX UTILITY MANAGEMENT, LLC DATED AS OF JANUARY 23 ,2004
Asset Purchase Agreement • May 13th, 2008 • Global Water Resources, Inc. • Arizona

This Asset Purchase Agreement (this “Agreement”), dated as of January ___, 2004, is made by and between PHOENIX UTILITY MANAGEMENT, LLC, an Arizona limited liability company (“Seller”), and GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company (“Purchaser”).

1,164,800 Shares GLOBAL WATER RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2016 • Global Water Resources, Inc. • Water supply • California

Global Water Resources, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (the “Agreement”), to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 1,164,800 authorized but unissued shares (the “Firm Shares”), of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company has granted the Underwriter the option to purchase an aggregate of up to 174,720 additional shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering (the Firm Shares and the Option Shares are herein collectively called the “Underwritten Shares”).

INFRASTRUCTURE COORDINATION AND FINANCE AGREEMENT
Agreement • January 19th, 2016 • Global Water Resources, Inc. • Water supply • Arizona

THIS INFRASTRUCTURE COORDINATION AND FINANCE AGREEMENT (this “Agreement”) is entered into as of 7/21/, 2006 between Global Water Resources, LLC, a Delaware limited liability company (“Coordinator”) and Dana B. Byron and Jamie Maccallum, jointly and individually (“Landowner”).

SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
Global Water Resources, Inc. • August 15th, 2008 • Water supply • Arizona

FOR VALUE RECEIVED, the undersigned GLOBAL WATER RESOURCES, LLC, GLOBAL WATER MANAGEMENT, LLC AND GLOBAL WATER, INC. (f/k/a GLOBAL WATER RESOURCES,. INC.) (each individually and collectively, the “Borrower”) promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 100 West Washington, Phoenix. Arizona 85003, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty-Six Million Dollars ($56,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

COLLATERAL ASSIGNMENT OF MEMBER INTEREST (GLOBAL WATER MANAGEMENT, LLC)
Global Water Resources, Inc. • August 15th, 2008 • Water supply

THIS COLLATERAL ASSIGNMENT OF MEMBER INTEREST (the “Assignment”) is made December 9, 2005, by and among LEVINE INVESTMENTS LIMITED PARTNERSHIP, TREVOR HILL, LEO COMMANDEUR, DANIEL CRACCHIOLO, ANDREW COHN, GRAHAM SYMMONDS and CINDY LILES (individually and/or collectively as the context requires, “Assignor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Assignee”) (Assignor and Assignee, collectively, the “Parties’’).

GUARANTY AGREEMENT Dated as of June 24, 2016 of GLOBAL WATER, LLC
Guaranty Agreement • June 28th, 2016 • Global Water Resources, Inc. • Water supply • New York

THIS GUARANTY AGREEMENT, dated as of June 24, 2016 (this “Guaranty Agreement”), is made by Global Water, LLC, a Delaware limited liability company (the “Guarantor”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

GUARANTY AGREEMENT Dated as of April 20, 2018 of GLOBAL WATER, LLC
Guaranty Agreement • April 25th, 2018 • Global Water Resources, Inc. • Water supply • New York

THIS GUARANTY AGREEMENT, dated for identification as of April 20, 2018 (this “Guaranty”), is made by GLOBAL WATER, LLC, a Delaware limited liability company (‘‘Guarantor’’), in favor of MIDFIRST BANK, a federally chartered savings association (“Bank”).

1,000,000 Shares GLOBAL WATER RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 18th, 2016 • Global Water Resources, Inc. • Water supply • California

Global Water Resources, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (the “Agreement”), to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 1,000,000 authorized but unissued shares (the “Firm Shares”), of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company has granted the Underwriter the option to purchase an aggregate of up to 150,000 additional shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering (the Firm Shares and the Option Shares are herein collectively called the “Underwritten Shares”).

CONTRIBUTION AGREEMENT
Contribution Agreement • May 13th, 2008 • Global Water Resources, Inc. • Delaware

This Contribution Agreement (this “Agreement”), dated as of _________ ___, 2008, is made by and among Global Water Resources, Inc., a Delaware corporation (“GWR, Inc.”), Global Water Resources, LLC, a Delaware limited liability company (“GWR LLC”), Global Water Management, LLC, a Delaware limited liability company (“GWM LLC”), the members of GWR LLC (the “GWR Members”), and the members of GWM LLC (the “GWM Members”, and together with the GWR Members, the “Members”).

MODIFICATION AGREEMENT
Modification Agreement • May 6th, 2021 • Global Water Resources, Inc. • Water supply • Arizona

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank agree as follows:

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THIRD MODIFICATION AGREEMENT
Third Modification Agreement • June 30th, 2023 • Global Water Resources, Inc. • Water supply • Arizona
DAVID L. LANSKY OFFICIAL RECORDS OF PINAL COUNTY RECORDER LAURA DEAN-LYTLE MARISCAL, WEEKS, MCINTYRE & _FRIEDLANDER, P.A. DATE/TIME: 05/19/04 1203
Infrastructure Coordination Agreement • January 19th, 2016 • Global Water Resources, Inc. • Water supply • Arizona

THIS SERVICE AGREEMENT (this “Agreement”) is entered into as of January 28, 2004 between Phoenix Capital Partners, LLC, an Arizona limited liability company (“Coordinator”) and Pecan Valley Investments, LLC, an Arizona limited liability company (“Landowner”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 15th, 2008 • Global Water Resources, Inc. • Water supply • Arizona

THIS INTERCREDITOR AGREEMENT (“Agreement”) is made as of December 1. 2006 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in a corporate trust capacity, together with its successors, for the benefit of the holders of the Bonds (as defined below), the “Trustee”), and GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company (“Borrower”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 17th, 2016 • Global Water Resources, Inc. • Water supply • Delaware

This Securities Purchase Agreement (the “Agreement”) is entered into as of June 5, 2013 by and among (i) FATHOM Water Management Holdings, LLP, a Delaware limited liability partnership (“Holdings”), and FATHOM Water Management, Inc., a Delaware corporation (the “Purchaser”), (ii) Global Water Management, LLC, a Delaware limited liability company and formerly known as Global Water Management, Inc. (the “Company”), and (iii) Global Water Resources, Inc., a Delaware corporation (the “Seller”).

CONSENT AND AGREEMENT OF GUARANTORS AND PLEDGORS
Consent and Agreement of Guarantors and Pledgors • August 15th, 2008 • Global Water Resources, Inc. • Water supply

With respect to the Second Modification Agreement, dated December 1, 2006 (“Agreement”), among GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company, GLOBAL WATER MANAGEMENT, LLC, a Delaware limited liability company, and GLOBAL WATER, INC., (f/k/a GLOBAL WATER RESOURCES, INC.), a Delaware corporation (collectively, “Borrower”), and WELLS FARGO BANK. NATIONAL ASSOCIATION, a national banking association (“Bank”), WILLIAM S. LEVINE and LEVINE INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited partnership (collectively, “Guarantors”) and TREVOR HILL, LEO COMMANDEUR, DANIEL CRACCHIOLO, ANDREW COHN, GRAHAM SYMMONDS and CINDY LILES (collectively, “Pledgors”) agree for the benefit of Bank as follows:

FIRST AMENDMENT TO SERVICE AGREEMENT
Service Agreement • November 18th, 2016 • Global Water Resources, Inc. • Water supply

This FIRST AMENDMENT TO SERVICE AGREEMENT (the “First Amendment”) is made and entered into this 17 day of November, 2016, by and among Global Water Management, LLC (“FATHOM”) and GLOBAL WATER, LLC, a Delaware limited liability company (“GW, LLC”); CP WATER COMPANY, LLC, an Arizona limited liability company; GLOBAL WATER – SANTA CRUZ WATER COMPANY, LLC, an Arizona limited liability company; GLOBAL WATER – PALO VERDE UTILITIES COMPANY, LLC, an Arizona limited liability company; WATER UTILITY OF NORTHERN SCOTTSDALE, LLC, an Arizona limited liability company; WATER UTILITY OF GREATER TONOPAH, LLC, an Arizona limited liability company; VALENCIA WATER COMPANY, LLC, an Arizona limited liability company; and WILLOW VALLEY WATER CO., LLC, an Arizona limited liability company (collectively the “Customer”), collectively the “parties.”

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH CHRISTOPHER D. KRYGIER
Employment Agreement • February 10th, 2023 • Global Water Resources, Inc. • Water supply

THIS FIRST AMENDMENT to the Employment Agreement (“First Amendment”) is made and entered into February ___, 2023 by and between Global Water Resources, Inc., a Delaware corporation (the “Company”), and Christopher D. Krygier, a resident of the State of Arizona (the “Executive”).

AMENDMENT NO. 1
Note Purchase Agreement • December 22nd, 2017 • Global Water Resources, Inc. • Water supply • New York

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of December 19, 2017 (the “Effective Date”), is by and among (i) Global Water Resources, Inc., a Delaware corporation (the “Company”), and (ii) each of the holders of the Notes signatory hereto (the “Noteholders”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 13th, 2008 • Global Water Resources, Inc.

This Agreement is entered into between Sonoran Utility Services, L.L.C. and the 387 Domestic Water Improvement District in conjunction with the provisions of Resolution No. 120303-387DWID, on the 3rd day of December, 2003.

PURCHASE AND SALE AGREEMENT BY AND AMONG GLOBAL WATER RESOURCES, LLC AND SONORAN UTILITY SERVICES, LLC DATED JUNE 15, 2005
Purchase and Sale Agreement • March 17th, 2016 • Global Water Resources, Inc. • Water supply • Arizona

THIS PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of June 15, 2005, by and among GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company (“Purchaser/GWR”), and SONORAN UTILITY SERVICES, LLC, an Arizona limited liability company (“Sonoran/Seller”),

CONSULTING AGREEMENT
Consulting Agreement • May 13th, 2008 • Global Water Resources, Inc. • Arizona

This Consulting Agreement is hereby entered into this 15th day of December 2005 by and between Williams Manufacturing Company, attention William S. Levine, President, 1702 E. Highland #310, Phoenix, AZ 85016 (“Consultant”) and Global Water Resources, LLC, Global Water Management, LLC and Global Water Resources, Inc., 22601 N. 19th Ave., Suite 210, Phoenix, AZ 85027 (“Client”).

COLLATERAL ASSIGNMENT OF MEMBER INTEREST (SANTA CRUZ WATER COMPANY, LLC)
Acceptance and Approval • August 15th, 2008 • Global Water Resources, Inc. • Water supply • Arizona

THIS COLLATERAL ASSIGNMENT OF MEMBER INTEREST (the “Assignment”) is made December 9, 2005, by and between GLOBAL WATER RESOURCES, LLC (“Assignor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Assignee”) (Assignor and Assignee, collectively, the “Parties”).

INFRASTRUCTURE COORDINATION AND FINANCE AGREEMENT
And Finance Agreement • January 19th, 2016 • Global Water Resources, Inc. • Water supply • Arizona

THIS INFRASTRUCTURE COORDINATION AND FINANCE AGREEMENT (this “Agreement”) is entered into as of January 8, 2008 between Global Water Resources, LLC, a Delaware limited liability company (“GWR” and “Coordinator”) and The Orchard at Picacho, LLC, an Arizona limited liability company (“Landowner”).

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