4,100,000 Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 11th, 2019 • AquaVenture Holdings LTD • Water supply • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between AquaVenture Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of ordinary shares (the “Ordinary Shares”), of the Company (the “Offering”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2016 • AquaVenture Holdings LTD • Water supply • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between AquaVenture Holdings Limited (the “Company”), and [Director] (“Indemnitee”).
ARTICLE II AMENDMENT TO ORIGINAL CREDIT AGREEMENTCredit Agreement • December 21st, 2018 • AquaVenture Holdings LTD • Water supply • New York
THIS CREDIT AGREEMENT (this “Agreement”), was (1) entered into on August 4, 2017 by and among AquaVenture Holdings Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “BVI Borrower”), AquaVenture Holdings Peru S.A.C., a company incorporated under the laws of Peru (the “Peru Borrower”), Quench USA, Inc., a Delaware corporation (the “Quench USA Borrower”), the Guarantors from time to time party hereto, the Lenders from time to time party hereto, and Wells Fargo Bank, N.A., as administrative agent and collateral agent for the Lenders and the Secured Parties (in such capacity, the “Administrative Agent”), (2) amended on November 17, 2017 by the BVI Borrower, the Lenders and the Administrative Agent, (3) further amended on August 28, 2018 by the BVI Borrower, the Lenders and the Administrative Agent, (4) joined by AquaVenture Holdings, Inc., a Delaware corporation (the “AV USA Borrower” and, together with the BVI Borrower, the Peru Borrower and the
FORM OF VOTING AGREEMENTVoting Agreement • December 23rd, 2019 • AquaVenture Holdings LTD • Water supply • New York
THIS VOTING AGREEMENT (“Agreement”), dated as of December 23, 2019, is made by and between Culligan International Company, a Delaware corporation (“Parent”), and the undersigned holder (the “Shareholder”) of ordinary shares, of no par value, of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”).
WARRANT TO PURCHASE SHARESWarrant Agreement • September 23rd, 2016 • AquaVenture Holdings LTD • Water supply • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Shares (the “Shares”) of AquaVenture Holdings Limited (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. On (i) December 23, 2013, an amended and restated warrant to purchase 431,250 (as may be adjusted) shares of Ordinary Common Shares of Quench USA Holdings LLC (“QUH”), for an initial exercise price of $1.00 per share, was issued by QUH (the “First Prior Warrant”), and (ii) December 23, 2013, as adjusted by that certain Notice of Warrant Adjustment dated April 17, 2014, an additional warrant to purchase 525,00
Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply • New York
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, NY 10167 and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
Amendment No. 4 to Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply
This AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into on the above date, by and between the borrower named above (“Borrower”) and ORIX Ventures, LLC, a Delaware limited liability company (“ORIX”).
Amendment No. 5 to Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply
This AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the above date, by and between the borrower named above (“Borrower”) and ORIX Ventures, LLC, a Delaware limited liability company (“ORIX”).
Joint Filing AgreementJoint Filing Agreement • February 13th, 2018 • AquaVenture Holdings LTD • Water supply
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
SECOND AMENDMENT TO THE WATER SALE AGREEMENT Between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates members of the Seven Seas Water Group “Supplier” And WATER & SEWERAGE AUTHORITY “Client”Water Sale Agreement • November 20th, 2015 • Aquaventure Holdings LLC • Water supply
THIS SECOND AMENDMENT TO THE WATER SALE AGREEMENT (hereinafter, this “Second Amendment”) is entered into this 11th day of January 2013 (the “Second Amendment Effective Date”) by and between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates - members of the Seven Seas Water Group (hereinafter called the “Supplier”) headquartered at 14400 Carlson Circle, Tampa, Florida, USA, and WATER & SEWERAGE AUTHORITY (hereinafter called the “Client”), located at Farm Road, Valsayn, St. Joseph, Trinidad, WI. Client and Supplier shall each hereinafter be referred to as a “Party” and collectively as the “Parties”.
Amendment No. 1 to Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply
This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into on the above date, by and between the borrower named above (“Borrower”) and ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”).
AMENDMENT, WAIVER AND CONSENT LETTERCredit Agreement • May 13th, 2016 • Aquaventure Holdings LLC • Water supply
To: BIWATER (BVI) LTD., a company incorporated and existing under the laws of the Virgin Islands with registered number 1505595 (the Company)
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 15th, 2016 • AquaVenture Holdings LTD • Water supply • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 30, 2015 (as amended or otherwise modified from time to time, this “Amendment”), is made by Aqua Ventures Holdings Curaçao N.V., a Curaçao limited liability company (the “Borrower”), AquaVenture Holdings LLC, a Delaware limited liability company (“AVH”), Seven Seas Water Corporation, a Delaware corporation (“Seven Seas”), AquaVenture Capital Limited, a British Virgin Island limited liability company (“BVI Holdco”, and together with the Borrower, AVH and Seven Seas, the “Credit Parties”) and Citibank, N.A. as a Lender and as administrative agent (in such capacity, the “Agent”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...Share Purchase Agreement • March 12th, 2018 • AquaVenture Holdings LTD • Water supply
and cash flow statement of the Company and BDDG in respect of the accounting period ending on 31 December 2017, including all notes to such statements;
AQUA VENTURE HOLDINGS LLC January 5, 2007Employment Agreement • September 25th, 2015 • Aquaventure Holdings LLC • Water supply
AMENDED AND RESTATED CREDIT AGREEMENT DATED April 18, 2016 BETWEEN THE BANK OF NOVA SCOTIA - AND – SEVEN SEAS WATER (TRINIDAD) UNLIMITEDCredit Agreement • May 13th, 2016 • Aquaventure Holdings LLC • Water supply • New York
THE BANK OF NOVA SCOTIA, a banking institution organized and existing under the laws of Canada having its executive offices and principal place of business located at 44 King Street West, Toronto, Ontario, Canada, in its capacity as lender, (hereinafter referred to as the “Lender”);
FACILITY AGREEMENT ORIGINALLY DATED 14 NOVEMBER 2013 as amended on 7 May 2014 and pursuant to an amendment, waiver and consent letter dated Up to USD 43,000,000 CREDIT FACILITY for BIWATER (BVI) LTD. as Company provided by BARCLAYS BANK PLC as...Facility Agreement • May 13th, 2016 • Aquaventure Holdings LLC • Water supply • Virgin Islands
THIS AGREEMENT was originally dated 14 November 2013 and amended on 7 May 2014 and pursuant to an amendment, waiver and consent letter dated and is made
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2019 • AquaVenture Holdings LTD • Water supply • Pennsylvania
This Amended and Restated Employment Agreement (the “Agreement”) dated as of January 1, 2019 (the “Effective Date”) by and among AquaVenture Holdings Limited, a business company organized under the laws of the British Virgin Islands (the “Parent”), Quench USA, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Quench”), and Anthony Ibarguen (the “Executive”):
FOURTH AMENDMENT TO THE WATER SALE AGREEMENT Between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliatesWater Sale Agreement • November 20th, 2015 • Aquaventure Holdings LLC • Water supply
THIS FOURTH AMENDMENT TO THE WATER SALE AGREEMENT (hereinafter, this “Fourth Amendment”) is entered into this 3rd day of September 2015, (the “Fourth Amendment Effective Date”) by and between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates — members of the Seven Seas Water Group (hereinafter called the “Supplier”) headquartered at 14400 Carlson Circle, Tampa, Florida, USA; and WATER & SEWERAGE AUTHORITY (hereinafter called the “Client”), located at Farm Road, Valsayn, St. Joseph, Trinidad, WI. Client and Supplier shall each hereinafter be referred to as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 25th, 2015 • Aquaventure Holdings LLC • Water supply • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of October 20, 2010 (the “Effective Date”) and is entered into by and between Quench USA, Inc., a Delaware corporation (the “Company”), and Anthony Ibarguen, an individual residing at 1430 Kyneton Road, Villanova, PA 19085 (the “Executive”).
FIRST AMENDMENT AND CONSENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 23rd, 2016 • AquaVenture Holdings LTD • Water supply • New York
This First Amendment and Consent to the Amended and Restated Credit Agreement (the “Amendment”) is made on the 21st day of September 2016.
AMENDMENT, WAIVER AND CONSENT LETTERCredit Agreement • August 14th, 2017 • AquaVenture Holdings LTD • Water supply
To: SEVEN SEAS WATER (BVI) LTD (formally known as BIWATER (BVI) LTD), a company incorporated and existing under the laws of the Virgin Islands with registered number 1505595 (the Company)
WATER SALE AGREEMENT BETWEEN WATER & SEWERAGE AUTHORITY TRINIDAD AND TOBAGO AND SEVEN SEAS WATER GROUPWater Sale Agreement • November 20th, 2015 • Aquaventure Holdings LLC • Water supply • Tobago
This Agreement (hereinafter, this “Agreement”) is entered into this 7th day of May 2010 by and between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates ~ members of the Seven Seas Water Group (hereinafter called the “Supplier”) headquartered at 14400 Carlson Circle, Tampa, Florida, USA, and WATER & SEWERAGE AUTHORITY (hereinafter called the “Client”), located at Farm Road, Valsayn, St. Joseph, Trinidad, WI. Client and Supplier shall each hereinafter be referred to as a “Party” and collectively as the “Parties”.
CREDIT AGREEMENT Dated as of June 18, 2015Credit Agreement • September 25th, 2015 • Aquaventure Holdings LLC • Water supply • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of June 18, 2015, is made among Aqua Ventures Holdings Curaçao N.V., a Curaçao limited liability company having its corporate seat in Curaçao and its registered office at Emancipatie Boulevard 31, and registered in the Commercial Register of the Chamber of Commerce of Curaçao under number 131676 (the “Borrower”), the Guarantors listed on the signature pages of this Agreement, the financial institutions listed on the signature pages of this Agreement under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”) and Citibank, N.A. as administrative agent for the Lenders hereunder (in such capacity, the “Agent”).
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 25th, 2015 • Aquaventure Holdings LLC • Water supply • Delaware
This Fourth Amended and Restated Investor Rights Agreement dated as of June 6, 2014 (the “Agreement”) by and among AquaVenture Holdings LLC, a Delaware limited liability company (the “Company”), and the persons listed on Schedule I to this Agreement (the “Investors”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SELLERS PARTY HERETO (AS SELLERS) and AQUAVENTURE HOLDINGS, INC. (AS BUYER) And AQUAVENTURE HOLDINGS LIMITED (AS BUYER PARENT) Dated as of November 1, 2018Membership Interest Purchase Agreement • November 2nd, 2018 • AquaVenture Holdings LTD • Water supply • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2018, by and among (i) AquaVenture Holdings, Inc., a Delaware corporation (the “Buyer”), (ii) AquaVenture Holdings Limited, a business company organized under the laws of the British Virgin Islands and the sole stockholder of Buyer (the “Buyer Parent”), and (iii) the Sellers party hereto as identified on the signature pages to this Agreement (the “Sellers” and each, individually, a “Seller”), comprising each, and collectively all, of the members of AUC Acquisition Holdings LLC, a Delaware limited liability company (“Holdings”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article XI.
THIRD AMENDMENT TO THE WATER SALE AGREEMENT Between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates members of the Seven Seas Water Group “Supplier” And WATER & SEWERAGE AUTHORITY “Client”Water Sale Agreement • November 20th, 2015 • Aquaventure Holdings LLC • Water supply
THIS THIRD AMENDMENT TO THE WATER SALE AGREEMENT (hereinafter, this “Third Amendment”) is entered into this 29th day of January 2014, (the “Third Amendment Effective Date”) by and between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates - members of the Seven Seas Water Group (hereinafter called the “Supplier”) headquartered at 14400 Carlson Circle, Tampa, Florida, USA, and WATER & SEWERAGE AUTHORITY (hereinafter called the “Client”), located at Farm Road, Valsayn, Trinidad, WI. Client and Supplier shall each hereinafter be referred to as a “Party” and collectively as the “Parties”.
FOURTH AMENDMENT AND CONSENT TO THE CREDIT AGREEMENTCredit Agreement • September 23rd, 2016 • AquaVenture Holdings LTD • Water supply • New York
New Guarantor as a Guarantor under the Credit Agreement and the other Financial Documents, and (iii) amend the Credit Agreement and the Financial Documents as specified herein.
AQUAVENTURE HOLDINGS LIMITED Key Executive Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementKey Executive Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 18th, 2019 • AquaVenture Holdings LTD • Water supply
In consideration and as a condition of my employment or continued employment by AquaVenture Holdings Limited (the “Company”) or one or more of its direct or indirect subsidiaries, and in consideration of my participation in the Company’s Key Executive Severance Plan (the “Plan”) as a Covered Executive (as defined in the Plan), I (“employee”) agree:
Amendment No. 6 to Loan and Security AgreementLoan and Security Agreement • September 15th, 2016 • AquaVenture Holdings LTD • Water supply
This AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the above date, by and between the borrower named above (“Borrower”) and ORIX Growth Capital, LLC (f/k/a ORIX Ventures, LLC), a Delaware limited liability company (“ORIX”).
Consent and Amendment No. 3 to Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply
This CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into on the above date, by and between the borrower named above (“Borrower”) and ORIX Ventures, LLC, a Delaware limited liability company (“ORIX”).
Amendment No. 2 to Loan and Security AgreementLoan and Security Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into on the above date, by and between the borrower named above (“Borrower”) and ORIX Ventures, LLC, a Delaware limited liability company (“ORIX”).
WATER SALE AGREEMENT BETWEEN WATER & SEWERAGE AUTHORITY TRINIDAD AND TOBAGO AND SEVEN SEAS WATER GROUPWater Sale Agreement • September 25th, 2015 • Aquaventure Holdings LLC • Water supply • Tobago
This Agreement (hereinafter, this “Agreement”) is entered into this 7th day of May 2010 by and between Seven Seas Water (Trinidad) Unlimited, Seven Seas Water Corporation and its affiliates ~ members of the Seven Seas Water Group (hereinafter called the “Supplier”) headquartered at 14400 Carlson Circle, Tampa, Florida, USA, and WATER & SEWERAGE AUTHORITY (hereinafter called the “Client”), located at Farm Road, Valsayn, St. Joseph, Trinidad, WI. Client and Supplier shall each hereinafter be referred to as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 15th, 2016 • Aquaventure Holdings LLC • Water supply • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 1, 2016 (as amended or otherwise modified from time to time, this “Amendment”), is made by Aqua Ventures Holdings Curaçao N.V., a Curaçao limited liability company (the “Borrower”), AquaVenture Holdings LLC, a Delaware limited liability company (“AVH”), Seven Seas Water Corporation, a Delaware corporation (“Seven Seas”), AquaVenture Capital Limited, a British Virgin Island limited liability company (“BVI Holdco”), AquaVenture Holdings Limited, a British Virgin Islands business company (“BVI Issuer”, and together with the Borrower, AVH, Seven Seas and BVI Holdco, the “Credit Parties”), and Citibank, N.A. as a Lender and as administrative agent (in such capacity, the “Agent”).
AGREEMENT AND PLAN OF MERGER among CULLIGAN INTERNATIONAL COMPANY, AMBERJACK MERGER SUB LIMITED and AQUAVENTURE HOLDINGS LIMITED Dated as of December 23, 2019Merger Agreement • December 23rd, 2019 • AquaVenture Holdings LTD • Water supply • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 23, 2019, among CULLIGAN INTERNATIONAL COMPANY, a Delaware corporation (“Parent”), AMBERJACK MERGER SUB LIMITED, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and AQUAVENTURE HOLDINGS LIMITED, a business company incorporated under the laws of the British Virgin Islands (the “Company”).
