FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
EXHIBIT
2.3
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
STOCK PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Amendment”)
is entered into as of January 29, 2007, by and between Global Water, Inc., a Delaware corporation
(“Acquiror”), and Xxxxxxx Xxxxxxxx (“Shareholder”).
RECITALS
A. Acquiror and Shareholder are parties to that certain Stock Purchase Agreement and Escrow
Instructions, dated December 29, 2006 (the “Purchase Agreement”);
B. Section 4.4 of the Purchase Agreement calls for the parties to negotiate to amend the Purchase
Agreement to further define “substantial portion thereof” as the phrase is used in Sections 2.3.1
and 2.3.3 of the Purchase Agreement; and
C. Acquiror and Shareholder have negotiated and agreed to amend the Purchase Agreement as set forth
herein.
AGREEMENT
1. For purposes of Sections 2.3.1 and 2.3.3 of the Purchase Agreement, a “substantial portion
thereof” shall exist if following a Final Order, Acquiror or any of its Affiliates (including
without limitation, PVUC, SCWC and the Company), hold water and wastewater CC&Ns (whether by
transfer or new issue) covering the Legends Sections necessary to allow Acquiror or any of its
Affiliates to provide water and wastewater service to the Legends Development (the area shown on
Exhibit A attached hereto) currently under development by X.X. Xxxxxx. As used in the
preceding sentence, the “Legends Sections” are those sections identified in Exhibit B
attached hereto. For avoidance of doubt, with respect to any particular Legends Section, a CC&N
will be deemed to cover such section if the CC&N includes all portions of such section that are
within the Legends Development, even if portions of the section are outside the Legends Development
and are not included in the CC&N.
2. If following a Final Order, Acquiror, together with any of its Affiliates (including without
limitation, PVUC, SCWC and the Company), holds water and wastewater CC&Ns covering fewer of the
Legends Sections than are reasonably necessary to allow Acquiror or its Affiliates to provide water
and wastewater service to the Legends Development, then the Purchase Price will be reduced as
follows. The Purchase Price will be reduced by $600,000 for each section within the Legends
Sections which is not included within the water CC&N and by $600,000 for each section within the
Legends Sections which is not included within the wastewater CC&N held by Acquiror or any of its
Affiliates following a Final Order. For avoidance of doubt, the Purchase Price will not be reduced
for any Legends Section if the CC&N includes all portions of such section that lie within the
Legends Development, even if portions of such section are outside the Legends Development and are
not included in the CC&N. Following
any reduction pursuant to this paragraph, the Purchase Price
will otherwise be paid pursuant to the terms of the Purchase Agreement.
3. Except as expressly amended hereby, all of the provisions of the Purchase Agreement remain in
full force and effect.
4. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in
the Purchase Agreement.
IN
WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date first
written above.
ACQUIROR: GLOBAL WATER, INC. |
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/s/ Xxxxxx Xxxx | ||||
Xxxxxx Xxxx, President | ||||
SHAREHOLDER: |
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/s/ Xxxxxxx Xxxxxxxx | ||||
Xxxxxxx Xxxxxxxx, individually | ||||
2
EXHIBIT A
LEGENDS DEVELOPMENT
LEGENDS DEVELOPMENT
See attached map.
Santa Xxxx Water Company & Palo Verde Utilities Company
Current & Pending Services & Planning Areas
November 14, 2006
Current & Pending Services & Planning Areas
November 14, 2006
![(GRAPHIC)](https://www.sec.gov/Archives/edgar/data/1434728/000095015308000966/p75486p7548695.gif)
EXHIBIT B
LEGENDS SECTIONS
LEGENDS SECTIONS
Township 6 South, Range 4 East
Section 13
Section 23
Section 24
Township 6 South, Range 5 East
Section 18
Section 19