S-1/A

As filed with Securities and Exchange Commission on April 25, 2016

Registration Statement No. 333-209025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Global Water Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	4941	90-0632193
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

21410 N 19th Avenue #220

Phoenix, AZ 85027

(480) 360-7775

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael J. Liebman

21410 N 19th Avenue #220

Phoenix, AZ 85027

(480) 360-7775

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael M. Donahey Jeffrey E. Beck Jeffrey A. Scudder Kevin Zen Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000 Christopher J. Barry Dorsey & Whitney LLP 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104-7043 (206) 903-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Global Water Resources, Inc. is filing this Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-209025) solely for the purpose of filing with the Securities and Exchange Commission certain exhibits to the Registration Statement. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus has not been included in this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by the Company, other than underwriting discounts and commissions, upon the completion of this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the NASDAQ listing fee.

	Amount
SEC registration fee	$	596
FINRA filing fee		1,700
NASDAQ listing fee		125,000
Printing expenses		250,000
Accounting fees and expenses		764,000
Legal fees and expenses		976,000
Transfer agent and registrar fees		15,000
Miscellaneous fees		23,700
Total	$	2,155,996

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent authorized by the DGCL.

The Company has entered, and intends to continue to enter, into separate indemnification agreements with its directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Company’s amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the Company regarding which indemnification is sought. The underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for, under certain conditions, the indemnification by the underwriter of the Company and its executive officers and directors for certain liabilities arising under the Securities Act and otherwise.

The Company has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of

II-1

breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Company with respect to payments that may be made by the Company to these directors and executive officers pursuant to the Company’s indemnification obligations or otherwise as a matter of law.

Item 15. Recent Sales of Unregistered Securities

Concurrently with the consummation of this offering, GWRC, which currently owns approximately 47.8% of the Company’s outstanding common stock, will merge with and into the Company with the Company surviving as a Delaware corporation, subject to the satisfaction of certain conditions, including GWRC’s shareholder approval. At the effective time of the merger, holders of GWRC’s common shares will receive one share of the Company’s common stock for each outstanding common share of GWRC. The 8,726,747 shares of our common stock to be issued in the Reorganization Transaction are expected to be issued in reliance upon an exemption from registration provided by Section 3(a)(10) of the Securities Act, after a public hearing for the approval, in the form of a final order, by the Supreme Court of British Columbia of the exchange of securities to the GWRC shareholders to be effected as part of the Reorganization Transaction on the basis that the terms and conditions of the exchange are fair and reasonable to GWRC shareholders.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

See Exhibit Index following the signature page.

(b) Financial statement schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-2

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on April 25, 2016.

GLOBAL WATER RESOURCES, INC.
By:	/s/ Ron L. Fleming
	Ron L. Fleming
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
By:	* Trevor T. Hill	Chairman of the Board	April 25, 2016
By:	/s/ Ron L. Fleming Ron L. Fleming	President and Chief Executive Officer (Principal Executive Officer)	April 25, 2016
By:	/s/ Michael J. Liebman Michael J. Liebman	Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer)	April 25, 2016
By:	* William S. Levine	Director	April 25, 2016
By:	* David C. Tedesco	Director	April 25, 2016
By:	* Richard M. Alexander	Director	April 25, 2016
By:	* L. Rita Theil	Director	April 25, 2016
By:	* Cindy M. Bowers	Director	April 25, 2016

*By:	/s/ Michael J. Liebman
	Michael J. Liebman
	Attorney-in-fact

II-4

INDEX OF EXHIBITS

Exhibit Number	Description of Exhibit	Method of Filing
1.1	Form of Underwriting Agreement	Previously Filed
2.1.1	Arrangement Agreement	Previously Filed
2.1.2	Plan of Arrangement	Previously Filed
3.1	Form of Amended and Restated Certificate of Incorporation of Global Water Resources, Inc.	Previously Filed
3.2	Form of Amended and Restated Bylaws of Global Water Resources, Inc.	Previously Filed
4.1	Form of Common Stock Certificate	Filed Herewith
4.2.1	Trust Indenture Agreement, dated December 1, 2006	Previously Filed
4.2.2	First Supplement to Trust Indenture Agreement, dated November 1, 2007	Previously Filed
4.2.3	Second Supplemental Trust Indenture Agreement, dated August 1, 2008	Previously Filed
5.1	Opinion of Snell & Wilmer L.L.P.	Filed Herewith
10.1	Settlement Agreement for Stipulated Condemnation with the City of Buckeye, Arizona, dated March 19, 2015	Previously Filed
10.2	License Agreement with City of Maricopa, Arizona, dated November 9, 2006	Previously Filed
10.3	Employment Agreement with Ron Fleming, dated May 13, 2015*	Previously Filed
10.4	Employment Agreement with Michael J. Liebman, dated May 13, 2015*	Previously Filed
10.5	Infrastructure Coordination Agreement with Pecan Valley Investments, LLC, dated January 28, 2004	Previously Filed
10.6	Infrastructure Coordination Agreement with JNAN, LLC, dated July 1, 2004	Previously Filed
10.7	Infrastructure Coordination and Finance Agreement with Dana B. Byron and Jamie Maccallum, dated July 21, 2006	Previously Filed
10.8	Infrastructure Coordination and Finance Agreement with The Orchard at Picacho, LLC, dated January 8, 2008	Previously Filed
10.9	Infrastructure Coordination, Finance and Option Agreement with Sierra Negra Ranch, LLC, dated July 10, 2006	Previously Filed
10.10	Infrastructure Coordination and Finance Agreement, dated December 20, 2007	Previously Filed
10.11.1	Loan Agreement, dated December 1, 2006	Previously Filed

Exhibit Number	Description of Exhibit	Method of Filing
10.11.2	First Amendment to Loan Agreement, dated November 1, 2007	Previously Filed
10.11.3	Second Amendment to Loan Agreement, dated August 1, 2008	Previously Filed
10.11.4	Third Amendment to Loan Agreement, dated December 1, 2010	Previously Filed
10.12	Bond Purchase Agreement, dated December 14, 2006	Previously Filed
10.13	Bond Purchase Agreement, dated November 19, 2007	Previously Filed
10.14.1	Bond Purchase Agreement, dated September 12, 2008	Previously Filed
10.14.2	Supplement, dated September 19, 2008, to Bond Purchase Agreement, dated September 12, 2008	Previously Filed
10.15	Amended and Restated Security Agreement, dated October 1, 2008	Previously Filed
10.16	Second Amended and Restated Intercreditor Agreement, dated October 1, 2008	Previously Filed
10.17.1	GWR Global Water Resources Corp. Stock Option Plan*	Previously Filed
10.17.2	First Amendment to GWR Global Water Resources Corp. Stock Option Plan, dated September 12, 2012*	Previously Filed
10.17.3	Form of Second Amendment to GWR Global Water Resources Corp. Stock Option Plan*	Filed Herewith
10.18.1	Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan, dated March 23, 2015*	Previously Filed
10.18.2	Form of Amendment to Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan*	Previously Filed
10.19.1	Global Water Resources, Inc. Deferred Phantom Stock Unit Plan, dated January 1, 2011*	Previously Filed
10.19.2	Form of Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan*	Filed Herewith
10.20.1	Global Water Resources, Inc. Phantom Stock Unit Plan, dated May 1, 2015*	Previously Filed
10.20.2	Form of Amendment to Global Water Resources, Inc. Phantom Stock Unit Plan*	Filed Herewith
10.21.1	GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan, dated January 1, 2011*	Previously Filed
10.21.2	Form of Amendment to GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan*	Filed Herewith

Exhibit Number	Description of Exhibit	Method of Filing
10.22	Securities Purchase Agreement, dated June 5, 2013	Previously Filed
10.23	Service Agreement, dated June 5, 2013	Previously Filed
10.24.1	Purchase and Sale Agreement, dated June 15, 2005	Previously Filed
10.24.2	First Amendment to Purchase and Sale Agreement, dated March 17, 2016	Previously Filed
21.1	Subsidiaries of Global Water Resources, Inc.	Previously Filed
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	Previously Filed
23.2	Consent of Snell & Wilmer L.L.P.	Contained in Exhibit 5.1
24.1	Power of Attorney	Previously Filed
99.1	Arizona Corporation Commission Decision No. 74364	Previously Filed

* Compensation plan or arrangement

EX-4.1

Exhibit 4.1

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT -	...................Custodian...................
TEN ENT	-	as tenants by the entireties		(Cust)                                (Minor)
JT TEN	-	as joint tenants with right of		under Uniform Gifts to Minors
		survivorship and not as tenants		Act ................................................
		in common		(State)

Additional abbreviations may also be used though not in the above list.

For Value Received,                                                   hereby sell, assign and transfer unto

    PLEASE INSERT SOCIAL SECURITY OR OTHER    
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated
	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed

By

The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.

COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com

EX-5.1

EXHIBIT 5.1

[Snell & Wilmer Letterhead]

April 25, 2016

Global Water Resources, Inc.

21410 N. 19^th Avenue #220

Phoenix, AZ 85027

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (File Number 333-209025) (the “Registration Statement”) filed by Global Water Resources, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on January 19, 2016, as subsequently amended on March 16, 2016, April 13, 2016, April 15, 2016 and April 25, 2016, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of up to 1,150,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

1. The Company’s Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware on April 22, 2016 (the “Current Certificate”), and the Second Amended and Restated Certificate of Incorporation that the Company intends to file with the Secretary of State of the State of Delaware and that will be effective prior to the consummation of the sale of the Shares, substantially in the form filed as an exhibit to the Registration Statement (the “New Certificate”);

2. The Company’s Bylaws, as certified to us as of the date hereof by an officer of the Company as being complete and in full force and effect as of the date hereof (the “Current Bylaws”), and the Amended and Restated Bylaws that the Company intends to adopt in connection with, and that will become effective prior to, the consummation of the sale of the Shares, substantially in the form filed as an exhibit to the Registration Statement (the “New Bylaws”);

3. The Registration Statement, together with the exhibits filed as part thereof or incorporated therein by reference;

4. The preliminary prospectus, dated April 13, 2016, prepared in connection with the Registration Statement (the “Prospectus”);

5. The form of Underwriting Agreement to be entered into by and between the Company and Roth Capital Partners, LLC, as underwriter (the “Underwriting Agreement”);

6. Minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and the Company’s stockholders provided to us by the

Company relating to the adoption, approval, authorization and/or ratification of (i) the Current Certificate, (ii) the New Certificate, (iii) the Current Bylaws, (iv) the New Bylaws, (v) the Registration Statement and the authorization, issuance and sale of the Shares pursuant to the Registration Statement, and (vi) the Underwriting Agreement;

7. The stock records of the Company that the Company has provided to us (consisting of a list of stockholders and holders of other equity interests that was prepared by the Company as of even date herewith, respecting the Company’s capital stock and any rights to purchase capital stock and verifying the number of such issued and outstanding securities);

8. A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated of even date herewith, stating that the Company is in good standing and has a legal corporate existence under the laws of the State of Delaware; and

9. Such other documents we deemed necessary in order to issue the opinions below.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, and the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us. We have also assumed that any certificates representing the Common Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us. We have made no independent investigation or other attempt to verify the accuracy of such information or to determine the existence or non-existence of any other factual matters.

We are admitted to practice law in the State of Arizona, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, the State of Arizona and the existing Delaware General Corporation Law and reported judicial decisions relating thereto.

In connection with our opinions expressed below, we have assumed that, at or prior to the time of the issuance, and the delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act, and that such registration will not have been modified or rescinded. We have also assumed that, at or prior to the time of the issuance, and the delivery of any Shares, the Reorganization Transaction (as defined in the Prospectus) will have been consummated.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions to third parties in connection with the filing of a registration statement with the Commission of the type described herein.

Based upon and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:

1. The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

2. Upon the proper filing of the New Certificate with the Secretary of State of the State of Delaware, the up to 1,150,000 Shares to be issued and sold by the Company pursuant to the Registration Statement, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. In rendering the opinions set forth above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters.

This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination.

Very truly yours,

/s/ Snell & Wilmer L.L.P.

EX-10.17.3

Exhibit 10.17.3

SECOND AMENDMENT TO THE

GWR GLOBAL WATER RESOURCES CORP.

STOCK OPTION PLAN

GWR Global Water Resources Corp., a British Columbia corporation (“GWRC”), previously established the GWR Global Water Resources Corp. Stock Option Plan approved as of January 9, 2012 (as amended, the “Prior Plan”). GWRC is being restructured by being merged with and into Global Water Resources, Inc., a Delaware corporation (the “Company”), the surviving entity, which will simultaneously undertake a “going public” transaction that will result in the Company’s Common Shares being listed on NASDAQ. In connection with the merger transaction, the Company has agreed to assume the Prior Plan. By adoption of this Amendment, the Company now desires to amend the Prior Plan to reflect the merger with GWRC and the Company’s going public transaction, effective as of the date of the closing of the merger transaction (the “Effective Date”), as set forth below. As of the Effective Date, the name of the Prior Plan is hereby changed and shall be the Global Water Resources, Inc. Stock Option Plan (the “Plan”).

1. This Amendment shall be effective as of the Effective Date.

2. The following definitions in Section 2 are hereby amended and restated or added as follows:

“Affiliate” means the Company and any other corporation or trade or business required to be aggregated with the Company which constitutes a single employer under Code Section 414(b) or Code Section 414(c) with the Company, except that in applying Code Section 1563(a)(1), (2) and (3), the language “at least 50%” is used instead of “at least 80%.”

“Committee” means the Compensation Committee of the Board. At all times the Committee shall consist of at least two (2) or more individuals, each of whom qualifies as: (i) a “non-employee director” as defined in Rule 16b-3(b)(3) of the Exchange Act; (ii) an “outside director” as defined in Section 162(m) of the Code; and (iii) as “independent” for purposes of the applicable NASDAQ Listing Rules.

“Company” means Global Water Resources, Inc., a Delaware corporation and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. All references to the Exchange Act shall be interpreted to include a reference to any applicable regulations, rulings or other official guidance promulgated pursuant to such section of the Exchange Act.

“Global Water” means the Company and any Affiliates thereof designated by the Committee.

“Market Value” means (i) means the closing sale price of one Common Share as reported on the NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded) on the date such value is determined or, if Common Shares are not traded on such date, on the first immediately preceding business day on which Common Shares were so traded, or (ii) if the Company’s Common Shares are not traded on NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded), the fair market value of Common Shares on a particular date determined by the reasonable application of reasonable valuation methods or procedures as may be established from time to time by the Board. The Board shall use such procedures to determine fair market value in compliance with Section 409A of the Code and the regulations issued thereunder. Notwithstanding anything in the Plan to the contrary, the Board may not delegate its authority to determine Market Value.

“NASDAQ” means the NASDAQ Stock Exchange.

“Plan” means this Global Water Resources, Inc. Stock Option Plan as amended from time to time.

3. Section 2.1 is hereby amended by deleting the definition of “Act.”

4. Section 3.1 is hereby amended and restated in its entirety as follows:

The Plan shall be administered by the Committee or, with respect to individuals who are non-employee directors, the Board. All references in the Plan to the “Committee” shall refer to the Committee or Board, as applicable. The Committee, by majority action thereof, is authorized to interpret the Plan, to prescribe,

2

amend, and rescind rules and regulations as it may deem necessary or advisable to administer the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee in good faith pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes of the Plan.

5. The first sentence in Section 3.3 is hereby amended and restated in its entirety as follows:

The Committee may, by resolution, delegate to one or more officers of the Company any or all of the powers conferred on the Committee under the Plan; provided, however, that the Committee shall not be permitted to delegate the authority to grant Options to any individual who is, or may become, subject to Code Section 162(m) or Section 16 of the Exchange Act.

6. Section 5.8 shall be amended and restated as follows:

Common Shares shall constitute “service recipient stock” within the meaning of Section 409A of the Code.

7. Section 5.9 is hereby deleted.

8. Section 7.4 is hereby deleted.

9. Section 9.1(i) is hereby amended and restated in its entirety as follows:

(i) any amendment required to be approved by the Company’s shareholders under applicable law (including, without limitations, the rules, regulations and policies of NASDAQ, Toronto Stock Exchange or any exchange on which the Common Shares are then traded).

10. Section 10.5 is hereby amended and restated in its entirety as follows:

The Plan and all matters to which reference is made herein shall be governed and interpreted in accordance with the laws of the State of Delaware applicable therein.

11. This Amendment shall supersede the provisions of the Prior Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

3

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of this     day of             , 2016.

Global Water Resources, Inc.
By:
	Its:

4

EX-10.19.2

Exhibit 10.19.2

AMENDMENT TO THE

GLOBAL WATER RESOURCES, INC.

DEFERRED PHANTOM STOCK UNIT PLAN

Global Water Resources, Inc., a Delaware corporation (the “Corporation”), previously established the Global Water Resources, Inc. Deferred Phantom Stock Unit Plan dated as of January 1, 2011 (the “Plan”). The Corporation is being restructured by (i) being the surviving entity in a merger with its largest stockholder, GWR Global Water Resources Corp., a British Columbia corporation traded on the Toronto Stock Exchange (“GWRC”), and (ii) undertaking a “going public” transaction resulting in the Corporation’s shares of Common Stock being listed on NASDAQ. By adoption of this Amendment, the Corporation now desires to amend the Plan to reflect the merger with GWRC and its going public transaction, effective immediately prior to the date such transactions close (the “Effective Date”), as set forth below.

1. This Amendment shall be effective as of the Effective Date.

2. The following definitions in Section 1.1 (Definitions) are hereby amended and restated or inserted (as applicable) as follows:

“Affiliate” means the Corporation and any other corporation or trade or business required to be aggregated with the Corporation which constitutes a single employer under Code Section 414(b) or Code Section 414(c) with the Corporation, except that in applying Code Section 1563(a)(1), (2) and (3), the language “at least 50%” is used instead of “at least 80%”;

“Eligible Director” means any member of the Corporation’s Board of Directors who is also not a common law employee of the Corporation;

“Issuer” means the Corporation;

“Market Value” means (i) means the closing sale price of one Common Share as reported on the NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded) on the date such value is determined or, if Common Shares are not traded on such date, on the first immediately preceding business day on which

Common Shares were so traded, or (ii) if the Corporation’s Common Shares are not traded on NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded), the fair market value of Common Shares on a particular date determined by the reasonable application of reasonable valuation methods or procedures as may be established from time to time by the Board. The Board shall use such procedures to determine fair market value in compliance with Section 409A of the Code and the regulations issued thereunder. Notwithstanding anything in the Plan to the contrary, the Board may not delegate its authority to determine Market Value;

“NASDAQ” means the NASDAQ Stock Exchange;

“Redemption Date” with respect to a Participant who had a Separation Date, means such date as the Corporation determines which shall be no later than 60 days after the Separation Date;

3. Section 1.1 (Definitions) is hereby amended by deleting the definitions of “Redemption Notice” and of “TSX”.

4. The second sentence in Section 3.2 (Grant Participants) is hereby amended and restated in its entirety as follows:

More specifically, the number of Deferred Phantom Stock Units to be granted to an Eligible Director will be determined by dividing the Entitlement by the closing price for a Common Share on the NASDAQ on the business day immediately preceding the DSU Issue Date.

5. Section 3.3 (Redemption Notice) is hereby deleted in its entirety.

6. The Flush language in Section 5.1 (Amendment of Plan) shall be amended and restated as follows:

shall only be effective upon such amendment, modification or change being approved by the Board, and, if required, by shareholders of the Corporation if required by NASDAQ or any other regulatory authorities having jurisdiction over the Corporation.

2

7. Section 5.7 (Interpretation) shall be amended and restated as follows:

This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

8. This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed as of this      day of             , 2016.

Global Water Resources, Inc.
By:
	Its:

3

EX-10.20.2

Exhibit 10.20.2

AMENDMENT TO THE

GLOBAL WATER RESOURCES, INC.

PHANTOM STOCK UNIT PLAN

Global Water Resources, Inc., a Delaware corporation (the “Corporation”), previously established the Global Water Resources, Inc. Phantom Stock Unit Plan, which was most recently amended and restated in its entirety effective as of May 1, 2015 (the “Plan”). The Corporation is being restructured by (i) being the surviving entity in a merger with its largest stockholder, GWR Global Water Resources Corp., a British Columbia corporation traded on the Toronto Stock Exchange (“GWRC”), and (ii) undertaking a “going public” transaction resulting in the Corporation’s shares of Common Stock being listed on NASDAQ. By adoption of this Amendment, the Corporation now desires to amend the Plan to reflect the merger with GWRC and its going public transaction, effective immediately prior to the date such transactions close (the “Effective Date”), as set forth below.

1. This Amendment shall be effective as of the Effective Date.

2. Section 1.1 (Definitions) of the Plan is hereby amended by amending or inserting (as applicable) the following definitions:

“Change in Control” means, a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Corporation as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of the Corporation before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of the Corporation (or other surviving company), as the case may be, representing more than fifty

1

percent (50%) of the value or ordinary voting power to elect directors of the capital stock of the Corporation (or other surviving company), or (ii) any initial public offering of the Corporation’s Common Stock shall not constitute a Change of Control;

“Issuer” means the Corporation;

“Market Value” means (i) means the closing sale price of one Common Share as reported on the NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded) on the date such value is determined or, if Common Shares are not traded on such date, on the first immediately preceding business day on which Common Shares were so traded, or (ii) if the Corporation’s Common Shares are not traded on NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded), the fair market value of Common Shares on a particular date determined by the reasonable application of reasonable valuation methods or procedures as may be established from time to time by the Board. The Board shall use such procedures to determine fair market value in compliance with Section 409A of the Code and the regulations issued thereunder. Notwithstanding anything in the Plan to the contrary, the Board may not delegate its authority to determine Market Value;

“NASDAQ” means the NASDAQ Stock Exchange;

3. Section 1.1 (Definitions) of the Plan is hereby amended by deleting the definition of “TSX”.

4. Section 2.1 (Purpose of the Plan) of the Plan is hereby amended and restated as follows:

2.1. Purpose of the Plan

The purpose of this Plan is to strengthen the alignment of interests between Participants and the shareholders of the Corporation by linking certain types of compensation to the future value of the Common Shares. In addition, this Plan has been adopted to advance the interests of the Corporation and its Affiliates through the motivation, attraction and retention of employees. It is generally recognized that long term phantom equity plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to receive payment based on a proprietary interest in the Corporation.

2

5. Section 5.4 (Rights as a Shareholder) of the Plan is hereby amended and restated as follows:

5.4 Rights as a Shareholder

No holder of any Deferred Phantom Stock Units or Phantom Stock Units shall have any rights as a shareholder of the Corporation or any Affiliate at any time.

6. This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed as of this     day of             , 2016.

Global Water Resources, Inc.
By:
	Its:

3

EX-10.21.2

Exhibit 10.21.2

AMENDMENT TO THE

GWR GLOBAL WATER RESOURCES CORP.

DEFERRED PHANTOM STOCK UNIT PLAN

GWR Global Water Resources Corp., a British Columbia corporation (“GWRC”), previously established the GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan dated as of January 1, 2011 (the “Plan”). GWRC is being restructured by being merged with and into Global Water Resources, Inc., a Delaware corporation (the “Corporation”), the surviving entity, which will simultaneously undertake a “going public” transaction that will result in the Corporation’s shares of Common Stock being listed on NASDAQ. By adoption of this Amendment, GWRC now desires to amend the Plan to reflect the merger with the Corporation (which will assume the Plan in connection with the merger) and the Corporation’s going public transaction, effective as of the date such transactions close (the “Effective Date”), as set forth below.

1. This Amendment shall be effective as of the Effective Date.

2. The following definitions in Section 1.1 (Definitions) are hereby amended and restated or inserted (as applicable) as follows:

“Affiliate” means the Corporation and any other corporation or trade or business required to be aggregated with the Corporation which constitutes a single employer under Code Section 414(b) or Code Section 414(c) with the Corporation, except that in applying Code Section 1563(a)(1), (2) and (3), the language “at least 50%” is used instead of “at least 80%”;

“Corporation” means Global Water Resources, Inc., a Delaware corporation (and, for the sake of clarity, references to “GWRI” shall also refer to the Corporation);

“Eligible Director” means any member of the Corporation’s Board of Directors who is also not a common law employee of the Corporation;

“Issuer” means the Corporation;

“Market Value” means (i) means the closing sale price of one Common Share as reported on the NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded) on the date such value is determined or, if Common Shares are not traded on such date, on the first immediately preceding business day on which Common Shares were so traded, or (ii) if the Corporation’s Common Shares are not traded on NASDAQ (or other securities exchange or automated quotation system on which the Common Shares are then listed, quoted or traded), the fair market value of Common Shares on a particular date determined by the reasonable application of reasonable valuation methods or procedures as may be established from time to time by the Board. The Board shall use such procedures to determine fair market value in compliance with Section 409A of the Code and the regulations issued thereunder. Notwithstanding anything in the Plan to the contrary, the Board may not delegate its authority to determine Market Value;

“NASDAQ” means the NASDAQ Stock Exchange;

“Redemption Date” with respect to a Participant who had a Separation Date, means such date as the Corporation determines which shall be no later than 60 days after the Separation Date;

3. Section 1.1 (Definitions) is hereby amended by deleting the definitions of “Act”, “Redemption Notice” and “TSX”.

4. Section 1.5 (Canadian Funds) is hereby deleted in its entirety.

5. The second sentence in Section 3.2 (Grant Participants) is hereby amended and restated in its entirety as follows:

More specifically, the number of Deferred Phantom Stock Units to be granted to an Eligible Director will be determined by dividing the Entitlement by the closing price for a Common Share on the NASDAQ on the business day immediately preceding the DSU Issue Date.

6. Section 3.3 (Redemption Notice) is hereby deleted in its entirety.

7. The Flush language in Section 5.1 (Amendment of Plan) shall be amended and restated as follows:

2

shall only be effective upon such amendment, modification or change being approved by the Board, and, if required, by shareholders of the Corporation if required by NASDAQ, Toronto Stock Exchange or any other regulatory authorities having jurisdiction over the Corporation.

8. Section 5.7 (Interpretation) shall be amended and restated as follows:

This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

9. This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed as of this      day of             , 2016.

GWR Global Water Resources Corp.
By:
	Its:

3