0001144204-10-032539 Sample Contracts

1,700,000 SHARES MIDDLESEX WATER COMPANY COMMON STOCK UNDERWRITING AGREEMENT
Common Stock • June 9th, 2010 • Middlesex Water Co • Water supply • Pennsylvania

Middlesex Water Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Janney Montgomery Scott LLC and Edward D. Jones & Co., LP are serving as Representatives (the “Representatives”), an aggregate of 1,700,000 shares of the Company’s Common Stock, no par value (the “Common Shares”). The 1,700,000 Common Shares to be sold to the Underwriters by the Company are referred to herein as the “Firm Shares.” The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $15.21 per Firm Share (the “Offering Price”).

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