0001047469-16-015643 Sample Contracts

AquaVenture Holdings Limited [ ] Shares Ordinary Shares Underwriting Agreement
Underwriting Agreement • September 23rd, 2016 • AquaVenture Holdings LTD • Water supply • New York

Citigroup Global Markets Inc. Deutsche Bank Securities Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters,

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

WARRANT TO PURCHASE SHARES
Warrant 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

FIRST AMENDMENT AND CONSENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

FOURTH AMENDMENT AND CONSENT TO THE CREDIT AGREEMENT
Credit 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.

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