Reinstatement and Amendment Agreement

EXHIBIT 2.10

Reinstatement and Amendment Agreement

This Reinstatement and Amendment Agreement (this “Agreement”) is entered into as of June 23, 2006, by and among Global Water, Inc. (fka Global Water Resources, Inc.), a Delaware corporation (“GWI”), the parties identified in Exhibit A attached hereto (the “Director Shareholders”) and the parties identified in Exhibit B attached hereto (the “Additional Shareholders” and, together with the Director Shareholders, the “Shareholders”).

Recitals

A. GWI and the Shareholders were parties to that certain Stock Purchase Agreement dated as of March 9, 2006 (the “Purchase Agreement”), pursuant to which GWI agreed to purchase, and the Shareholders agreed to sell, 100% of the issued and outstanding common stock (the “Shares”) of West Maricopa Combine, Inc., an Arizona corporation (“WMC”).

B. Pursuant to written notification from GWI’s counsel to WMC’s counsel, dated June 6, 2006, GWI terminated the Purchase Agreement.

C. GWI and the Shareholders now desire to reinstate the Purchase Agreement and to make certain amendments to the Purchase Agreement as set forth herein.

D. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Purchase Agreement.

Agreement

1. Reinstatement. GWI and the Shareholders hereby reinstate and incorporate by reference the Purchase Agreement, as amended by this Agreement. As amended hereby, the parties agree that the Purchase Agreement is, from and after the date hereof, again in full force and effect, notwithstanding its earlier termination.

2. Closing. The closing of the sale and purchase of the Shares (the “Closing”) will take place at 10:00 A.M. local time on the later of the Shareholder Execution Date (as defined below) or July 7, 2006, at the offices of Xxxxx & Xxxxxxxxxx, P.A., or at such other time and place as GWI and the Director Shareholders may agree, but in no event shall the Closing occur later than July 31, 2006, unless GWI and all of the Shareholders agree to such later date. The Closing shall be effective as of the Closing Date. The “Closing Date” shall mean the day that the Initial Payment is paid.

3. Xxxxxxx Money. Within ten (10) business days after execution of this Agreement by GWI and all of the Director Shareholders, GWI will deposit $1,000,000 in immediately available funds (the “Deposit”) in escrow with First American Title Company. The Deposit will be fully refundable to GWI until such time as all of the Shareholders have executed counterpart signature pages to this Agreement (the “Shareholder Execution Date”). Upon the Shareholder Execution Date, the entire amount of the Deposit, together with any interest accrued thereon, will become nonrefundable to GWI and will be immediately released and paid to either WMC on

behalf of the Shareholders, or to an escrow or paying agent if one has been designated pursuant to Section 10 below, in either case to be held pending disbursement to the Shareholders. If this Agreement is terminated prior to the Shareholder Execution Date or if the Shareholder Execution Date does not occur on or before July 6, 2006, the entire amount of the Deposit, together with any interest accrued thereon, will be returned to GWI.

4. Purchase Price. The Purchase Price shall continue to be $60,000,000, but the payment terms will be as follows: (a) the Deposit of $1,000,000 will be applied against the Purchase Price; (b) the Initial Payment is hereby reduced to $17,500,000, to be paid in immediately available funds on the Closing Date; and (c) an additional payment of $5,000,000 will be made by GWI to the Shareholders in immediately available funds on the first anniversary of the Closing Date (the “Additional Payment”); and (d) the total Growth Premium will be $36,500,000, to be paid annually as set forth in Section 2.3.4 of the Purchase Agreement, but with the final installment described therein being increased to $12,500,000 for the year ended December 31, 2011.

5. Security for the Additional Payment and Growth Premiums. As security for GWI’s obligation to pay the Additional Payment and the Growth Premium, on the Closing Date, GWI will post, for the benefit of the Shareholders, either a third party revolving guarantee in the amount of $6,000,000 from an entity the Director Shareholders approve prior to the Closing Date or an irrevocable letter of credit in the amount of $6,000,000 from GWI’s primary bank, in either case in form and substance acceptable to the Director Shareholders.

7. Closing Conditions. GWI and the Shareholders hereby waive all of the conditions precedent set forth in Article 5 of the Stock Purchase Agreement, except those set forth in Sections 5.2.6 and 5.3.2, which will not occur until the Closing Date. Notwithstanding the foregoing, and as a condition of closing, all representations and warranties of the parties in the Stock Purchase Agreement shall be true and correct as of the Closing Date (as provided in sections 5.2.2 and 5.3.1) including, but not limited to, sections 5.2.3, 5.2.4, 5.2.5 and 5.2.7. If, following the Closing, the improvement liens and/or assessments relating to tax parcels 504-40-015D (or the portion thereof belonging to WMC or one of its subsidiaries, which is expected to be 504-40-015E), 504-40-025G and 504-41-001C are finally determined to be in excess of a reasonable and ratable allocation as compared to the entire subdivision/parcel of which such parcel is a part and the benefits realized by such parcels resulting from the improvements that are the subject of such assessments are not reasonable in light of the allocated assessment amount, as defined as being greater than $50,000 per parcel, then the amount of such assessment in excess of a pro rata allocation will constitute a “Loss” for which GWI will be entitled to seek indemnification from the Shareholders pursuant to Article 7 of the Purchase Agreement.

8. Employee Compensation. GWI agrees that following the Closing Date, it will not, and will not cause or permit WMC to, reduce the compensation (including bonuses) to be paid to WMC’s employees during the year ended December 31, 2006, as set forth in Exhibit A attached hereto.

9. Termination. Notwithstanding anything in Article 6 of the Purchase Agreement to the contrary, this Agreement and the Purchase Agreement may be terminated only as follows: (a)

at any time by mutual agreement of the parties; (b) by GWI or by the Director Shareholders, on behalf of all of the Shareholders, upon written notice of a material breach of this Agreement or the Purchase Agreement by the other party(ies) unless such breach has been cured within ten (10) days after such notice; (c) by GWI or by the Director Shareholders, on behalf of the Shareholders, upon written notice to the other party(ies) if the Closing has not occurred by July 31, 2006, unless such later date as may be agreed to by all of the Shareholders pursuant to Section 2 above and GWI; or (d) by GWI if the Shareholder Execution Date has not occurred on or before July 6, 2006. Upon termination of this Agreement for any reason, the Purchase Agreement will also be automatically terminated.

10. Shareholder Representative. The parties agree that in lieu of a Shareholder Representative, as described in Section 9.4 of the Purchase Agreement, the Shareholders may elect to engage, at GWI’s expense, not to exceed $3500/year, a third party to act as an escrow agent or paying agent for purposes of disbursing the Additional Payment and Growth Premiums and disseminating any communications from GWI to the Shareholders. If an agent is appointed, and GWI is notified in writing of such appointment, GWI agrees to deliver all subsequent Additional Payment and Growth Premiums and communications to such agent for disbursement and delivery to the Shareholders.

11. Purchase Agreement. Except as expressly amended by this Agreement, all of the terms and conditions of the Purchase Agreement will continue in full force and effect. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and this Agreement, the terms of this Agreement will control. The terms of the Purchase Agreement, as amended hereby, are incorporated by reference. All references in the Purchase Agreement to the “Agreement” shall be deemed to refer to the Purchase Agreement, as amended by this Agreement.

12. Counterparts. This Agreement may be executed in several counterparts, in original form or by electronic facsimile, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

* * *

Signatures follow.

In Witness Whereof, the parties have executed this Reinstatement and Amendment Agreement as of the date first written above.


	Global Water, Inc.
	By:	/s/ Xxxxxx Xxxx
		Xxxxxx Xxxx, President & CEO

WEST MARICOPA COMBINE, INC.
Stockholder Responses
Reinstatement Agreement on 6/23/06
6/30/06 5:00 PM


		% TOTAL			% of Signature			Reinstatement		Stockholder
		SHARES			Pages Received			Page		Letter Page
1	Xxxxxx		0.311	%		0.311	%		Y		Y
2	Amndt, Xxxx		0.203	%
3	Xxxx, Xxxx		0.245	%		0.245	%		Y		Y
4	Xxxx Trust		5.225	%		5.226	%		X		X
0	Xxxxxx, Xxxxx		0.035	%		0.035	%		Y		Y
6	EGGLUFTSTEIN		1.122	%		1.122	%		Y		Y
7	Emmerson		1.900	%		1.900	%		Y		Y
8	XXXXXXXXXXX		0.311	%		0.311	%		X		X
0	Xxxxxx, Xxxxxx		1.283	%		1.283	%		Y		Y
10	Kasser		2.629	%		2.629	%		Y		Y
11	Xxxxxx Trust		0.188	%		0.188	%		Y		Y
12	Xxxxxx XX Limited Co		1.224	%		1.224	%		Y		Y
13	Kasser — Holualoa		6.612	%		6.612	%		Y		Y
14	Xxxxxx Jr.		0.979	%		0.979	%		Y		Y
15	Xxxxxx, Xxxxxx		0.979	%		0.979	%		Y		Y
16	Kauffman		0.035	%		0.035	%		Y		Y
17	Xxxxx		1.697	%		1.697	%		Y		Y
18	King Trust		0.251	%		0.251	%		Y		Y
19	King III Investments		2.991	%		2.991	%		Y		Y
20	XXXXXXX		2.243	%		2.243	%		Y		Y
21	Xxxxxxxxx, Xxxxx		2.579	%		2.579	%		Y		Y
22	Love Trust		1.288	%		1.288	%		Y		Y
23	Manthos		0.251	%		0.251	%		X		X
00	Xxxx, Xxxxxx		3.258	%		3.258	%		X		X
00	Xxxxxxx, Xxxxxx		0.035	%		0.035	%		X		X
00	Xxxxxx, Xxxx		5.000	%		5.000	%		X		X
00	XXXXXXXXXXX		0.997	%		0.997	%		Y		Y
28	Perlman		0.035	%		0035	%		Y		Y
29	Piccinati Family Trust		23.469	%		23.469	%		Y		Y
30	Piccinati		3.980	%		3.980	%		Y		Y
31	Xxxxxx		20.131	%		20.131	%		Y		Y
32	XXXXXXXXXX		0.444	%		0.444	%		Y		Y
33	XXXXXXX		0.068	%		0.068	%		Y		Y
34	Swanky		1.286	%		1.286	%		X		X
00	XXXX, XXXXX		0.051	%		0.051	%		Y		Y
36	XXXX, XXXXXX (now Xxxxxxxx)		0.068	%		0.068	%		Y		Y
37	Xxxx, Xxxx		0.608	%		0.608	%		Y		Y
38	Xxxx, Xxxx XXX		1.701	%		1.701	%		Y		Y
39	Xxxx, Xxxx & Xxxxxxx		1.701	%		1.701	%		Y		Y
40	XXXX, XXXX		0.068	%		0.068	%		X		X
00	XXXX, XXXXX — KST		0.051	%		0.051	%		X		X
00	XXXX, XXXX trust		1.134	%		1.134	%		X		X
00	XXXX, XXXXXXX (now Xxxx)		0.068	%		0.068	%		Y		Y
44	XXXX, XXX — Jasam Mgmt		1.134	%		1.134	%		X		X
00	XXXX, XXXXX — SKT		0.051	%		0.051	%		X		X
00	XXXX, XXXX		0.051	%		0.051	%		Y		Y
47	XXXXX		0.035	%		0.035	%		Y		Y
			100.0	%		99.80	%

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and Amendment Agreement dated June 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: june 26, 2006


Approved: TRUST FBO XXXXXXX XXXXXX U/W XXXXXXX X. XXXXX, Assignor
/s/ Xxxxxxx X. Xxxxxx, Trustee
XXXXXXX X. XXXXXX, Trustee



/s/ Xxxxxxx X. Xxxxxx, Trustee
XXXXXXX X. XXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: July 7, 2006


Approved: THE XXXXX FAMILY TRUST, DATED MAY 1, 1985, Assignor
/s/ Xxxxxxxxx X. Xxxxx, Trustee
XXXXXXXXX X. XXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: June 26, 2006


Approved: XXXX XXXX XXXX, Assignor
/s/ Xxxx Xxxx Xxxx
XXXX XXXX XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: June 26, 2006


Approved: XXXX XXXX XXXX, INC. Pension Plan, Assignor
/s/ Xxxx Xxxx Xxxx
XXXX XXXX XXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/27/06


Approved: XXXXX XXXXXX, Assignor
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/27/06


Approved: EGGLUFTSTEIN TRUST, dated January 1, 1994 Assignor
/s/ Xxxxxxx Xxxxxx (Illegible)
XXXXXXX XXXXXX, Co-Trustee

West Maricopa Combine, inc.
FAX 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and amendment Agreement dated June 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6/30/06


Approved: XXXXXXX ENTERPRISES, INC. RETIREMENT TRUST, Assignor
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/26/06


Approved: TRUST FBO XXXXXX X. XXXXXX U/W XXXXXXX X. XXXXX, Assignor
/s/ Xxxxxxx X. Xxxxxxxxxxx
XXXXXXX X. XXXXXXXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/26/06


Approved: UBS FINANCIAL AS CUSTODIAN FOR XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX, Assignor

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/27/06


Approved: I. XXXXXXX XXXXXX, Assignor
/s/ I. Xxxxxxx Xxxxxx
I. XXXXXXX XXXXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/27/06


Approved: XXXXXX CHARITABLE REMAINDER UNITRUST, Assignor
/s/ I. Xxxxxxx Xxxxxx
I. XXXXXXX XXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/27/06


Approved: KC LIMITED COMPANY, an Arizona corporation Assignor
/s/ I. Xxxxxxx Xxxxxx
I. XXXXXXX XXXXXX, Member

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/27/06


Approved: HOLUALOA ARIZONA, INC, an Arizona corporation Assignor
/s/ I. Xxxxxxx Xxxxxx
I. XXXXXXX XXXXXX, President

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/27/06


Approved: XXXXXXX XXXXXX, XX. TRUST Assignor
/s/ Xxxxxxx Xxxxxx
XXXXXXX XXXXXX, Trustee

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/29/06

Approved:
XXXXXX XXXXXX TRUST
Assignor



/s/ I. Xxxxxxx Xxxxxx
I. XXXXXXX XXXXXX, Trustee

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/24/06

Approved:
XXXXXXX X. XXXXXXXX Assignor



/s/ Xxxxxxx X. Xxxxxxxx
XXXXXXX X. XXXXXXXX Assignor

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6-26-06

Approved:
XXXXXX XXXXXXX XXXXX,
(FKA XXXXXX XXXXXXX XXXXX)
(AKA XXXXXX XXXXX-XXXXX)
Assignor



/s/ Xxxxxx Xxxxxxx Xxxxx
XXXXXX XXXXXXX XXXXX,
(FKA XXXXXX XXXXXXX XXXXX) (AKA XXXXXX XXXXX-XXXXX) Assignor

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 06/27/06

Approved:
KING’S TRUST, dated May 17, 1984
Assignor



/s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX, Trustee

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/27/06

Approved:
KING INVESTMENT LIMITED
PARTNERSHIP, an Arizona Limited Partnership
Assignor



/s/ Xxxxxxx X. Xxxx III
XXXXXXX X. XXXX III, General Partner

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/25/06

Approved:
BSSK TRUST, dated October 1, 1989
Assignor



/s/ Xxxxx Xxxxxxxxx
XXXXX XXXXXXXXX, Co- Trustee



/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX, Co- Trustee

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6/25/06

Approved:
THE XXXXX X. XXXXXXXXX, MD, PC
XXX ROLLOVER



/s/ Xxxxx X. Xxxxxxxxx
XXXXX X. XXXXXXXXX, Assignor

West Maricopa Combine, Inc.
FAX 000-000-0000

Dated: 6-26-06

Approved:
LOVE FAMILY LIMITED PARTNERSHIP,
an Arizona limited partnership
Assignor



/s/ Xxxx Love
XXXX LOVE, Trustee of the
Trust, General Partner

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: June 24 2006


Approved: XXXXXXX XXXXXXX, Assignor
/s/ Xxxxxxx Xxxxxxx
XXXXXXX XXXXXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/28/06


Approved: XXXXXX XXXX, Assignor
/s/ Xxxxxx Xxxx
XXXXXX XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and Amendment agreement dated June 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6-29-06


Approved: XXXXXX XXXXXXX, Assignor
/s/ Xxxxxx Xxxxxxx
XXXXXX XXXXXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/23/06


Approved: J. XXXX XXXXXX Assignor

/s/ J. Xxxx Xxxxxx
J. XXXX XXXXXX Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 26 June 2006


Approved: XXXXXXX XXXXXXX OGNJANOVICH, Assignor
/s/ Xxxxxxx Xxxxxxx Ognjanovich
XXXXXXX XXXXXXX OGNJANOVICH,
Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/26/06


Approved: XXXXXXX XXXXXXX Assignor
/s/ Xxxxxxx Xxxxxxx
XXXXXXX XXXXXXX Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 2006 June 26


Approved: THE PICCINATI FAMILY TRUST dated December 11, 1972, as amended Assignor
/s/ Xxxxxx X. Xxxxxxxxx
XXXXXX X. XXXXXXXXX, Managing Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 2006 June 26


Approved: THE XXXXXX X. XXXXXXXXX TRUST, dated November 1, 1978, as amended Assignor
/s/ Xxxxxx X. Xxxxxxxxx
XXXXXX X. XXXXXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/26/2006


Approved: THE XXXXXX FAMILY TRUST Assignor
/s/ Xxxxxxx Xxxxxxx Xxxxxx
XXXXXXX XXXXXXX XXXXXX, Co-Trustee



/s/ Xxxxx Xxxx Xxxxxx
XXXXX XXXX XXXXXX, Co-Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: June 29, 06


Approved: THE XXXXXX X. XXXXXXXXXX TRUST Assignor
/s/ Xxxxxx X. Xxxxxxxxxx
XXXXXX X. XXXXXXXXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6-26-06


Approved: XXXXXXX X. XXXXXXX Assignor
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowledging and agreeing to the attached Reinstatement and Amendment Agreement dated June 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6.26.06


Approved: XXXXX SWANKY, Assignor
/s/ Xxxxx Swanky
XXXXX SWANKY, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/25/06

Approved:

THE CMT TRUST, DATED JANUARY 1,
1985, AS AMENDED
Assignor



/s/ Xxxxx X. Xxxx
XXXXX X. XXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and Amendment Agreement dated June 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6/26/06

Approved:
XXXXXX XXXXX XXXX, Assignor



/s/ Xxxxxx Xxxxx Xxxx
XXXXXX XXXXX XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6-26-06

Approved:
XXXX X. XXXX FAMILY TRUST
DATED JANUARY 1, 1977
Assignor



/s/ Xxxx X. Xxxx
XXXX X. XXXX, Co- Trustee


/s/ Xxxxxxx Xxxx
XXXXXXX XXXX Co- Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6-26-06

Approved:
XXXXXXX XXXXXX AS CUSTODIAN
FOR THE XXXX X. XXXX XXX
Assignor



/s/ Xxxx X. Xxxx
XXXX X. XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6-26-06

Approved:
XXXXXXX XXXXXX AS CUSTODIAN
FOR THE XXXXXXX XXXX XXX
Assignor



/s/ Xxxxxxx Xxxx
XXXXXXX XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/25/06

Approved:
XXXXXXX XXXXXX XXXX Assignor



/s/ Xxxxxxx Xxxxxx Xxxx
XXXXXXX XXXXXX XXXX Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/24/06

Approved:
KST TRUST, DATED JANUARY 1, 1985,
AS AMENDED
Assignor



/s/ Xxxxx X. Xxxx
XXXXX X. XXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/25/06

Approved:
THE LANG FAMILY TRUST, DATED
JUNE 1, 1976, AS AMENDED
Assignor



/s/ Lang X. Xxxx
LANG X. XXXX, Co-Trustee


/s/ Xxxx X. Xxxx
XXXX X. XXXX, Co-Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and Amendment Agreement dated June 23, 2006 detailing Changes to the Stock Purchase agreement with Global Water, Inc.

Dated: 6-27-06


Approved: XXXXXXX XXXXX XXXX, Assignor
/s/ Xxxxxxx Xxxxx Xxxx
XXXXXXX XXXXX XXXX, Assignor

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6/24/06


Approved: JASAM MANAGEMENT CORPORATION PENSION PLAN, dated December 30,1983, Assignor
/s/ Xxx X. Xxxx
XXX X. XXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Dated: 6-24-06


Approved: SKT TRUST, DATED JANUARY 1, 1985, AS AMENDED Assignor
/s/ Xxxxx X. Xxxx
XXXXX X. XXXX, Co-Trustee

/s/ Xxxxx X. Xxxx
XXXXX X. XXXX, Co-Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement And Amendment Agreement dated june 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6/24/06

Approved:

TJET TRUST, DATED JANUARY 1,
1985, AS AMENDED
Assignor



/s/ Xxxx Xxxx,
XXXX XXXX, Trustee

West Maricopa Combine, Inc.
Fax 000-000-0000

Please sign and date below acknowleging and agreeing to the attached Reinstatement and Amendment Agreement dated june 23, 2006 detailing Changes to the Stock Purchase Agreement with Global Water, Inc.

Dated: 6/24/06


Approved: XXXX XXXXX, Assignor
/s/ Xxxx Xxxxx
XXXX XXXXX, Assignor

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Reinstatement and Amendment Agreement

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